NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
6 December 2018
VODAFONE GROUP PLC
ANNOUNCES INVITATION TO ELIGIBLE BONDHOLDERS TO OFFER TO SELL
Up to around £300,000,000 of the outstanding £600,000,000 zero-coupon equity-linked bonds due 2020
issued by Vodafone Group Plc
(ISIN: XS1325649140, Common Code: 132564914) (the "Bonds")
Vodafone Group Plc ("Vodafone" or the "Offeror") announces today an invitation to holders of the Bonds (the "Bondholders") to offer to sell their Bonds for cash at a purchase price to be determined by the Offeror pursuant to a Modified Dutch Auction procedure (the "Invitation"). HSBC Bank plc ("HSBC" or the "Dealer Manager") is acting as the sole Dealer Manager in connection with the Invitation.
Vodafone is commencing the transaction as part of an opportunistic liability management exercise. The Invitation is being made upon the terms and subject to the conditions set forth in the invitation term sheet dated 6 December 2018 (the "Invitation Term Sheet"). The Invitation Term Sheet may be obtained from the Dealer Manager, whose details are set out at the end of this announcement.
The Offeror has invited Bondholders to offer to sell their Bonds in an aggregate principal amount up to around £300,000,000 (the "Target Amount"). The amount per £100,000 in aggregate principal amount of Bonds which is accepted for purchase by the Offeror (the "Purchase Price") will be determined by the Offeror, in its sole and absolute discretion and in accordance with the Modified Dutch Auction procedure, as further described in the Invitation Term Sheet.
The Invitation is expected to close at 4.30 pm (London time), on 7 December 2018, subject to the right of the Offeror to close or extend, in its sole and absolute discretion, the Invitation at any time. An announcement of the results of the Invitation, including among other matters, the final aggregate principal amount of the Bonds accepted for purchase, the Purchase Price and any pro rata scaling, is currently expected to be made by no later than 8 am (London time) on 10 December 2018, via the Regulatory News Services operated by the London Stock Exchange plc.
Settlement of the Invitation is expected to occur on 12 December 2018 (the "Settlement Date"). HSBC is acting as settlement agent in relation to the Invitation and Bondholders may submit offers to sell Bonds to HSBC only pursuant to the Invitation.
Bonds that are purchased pursuant to the Invitation will be delivered to Vodafone or a subsidiary of Vodafone and, as permitted by the terms and conditions of the Bonds, may be held, resold or reissued at any time by Vodafone or, at the sole discretion of Vodafone, may be cancelled.
Description of the Invitation
The Invitation provides for the launch by the Offeror of an invitation to Bondholders to participate in a Modified Dutch Auction according to the terms and conditions set out below and as further described in the Invitation Term Sheet:
Description of Bonds: £600 million zero-coupon equity-linked bonds due 2020 issued by Vodafone
Offeror: Vodafone Group Plc
Dealer Manager: HSBC Bank plc
Aggregate Principal Amount of the Outstanding Bonds: £600,000,000
Minimum Purchase Price: £97,000 per £100,000 in aggregate principal amount of the Bonds
Target Amount: up to around £300,000,000
The Invitation procedure requires that the tendering Bondholders specify the aggregate principal amount of Bonds that they are willing to offer for sale and the offer price (in increments of £50 per £100,000 in principal amount of the Bonds above the Minimum Purchase Price) they would accept (the "Offer Price"), subject to the Minimum Purchase Price.
Upon expiration of the Invitation, if any Bonds are purchased, on the basis of the amount of the Bonds tendered and the Offer Price proposed by the tendering Bondholders, the Offeror will determine the final purchase price which will be the same for all Bonds subject to purchase, subject to the Minimum Purchase Price, and the amount of Bonds subject to repurchase at its sole discretion (the "Final Acceptance Amount").
A mechanism for pro rata allocation is also provided for if the amount of Bonds tendered at Offer Prices at or below the Purchase Price is higher than the Final Acceptance Amount. In this case, the Offeror will accept the Bonds in the following order of priority: (i) all Bonds offered at Offer Prices equal to or below the Minimum Purchase Price, or Bonds where no Offer Price is specified, subject to possible pro rata allocation in the event that such offers have been made in a greater principal amount than the Final Acceptance Amount; (ii) all Bonds offered at Offer Prices above the Minimum Purchase Price but below the Purchase Price; and (iii) all Bonds offered at Offer Prices equal to the Purchase Price, subject to a mechanism for pro rata allocation to the extent such offers, when aggregated with all the offers referred to in (i) and (ii) above and accepted for purchase, results in a greater principal amount than the Final Acceptance Amount.
In the event that Bonds are to be accepted on a pro rata basis, each such tender of the Bonds will be scaled by a factor equal to (i) the Final Acceptance Amount, less the aggregate principal amount of the Bonds that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate principal amount of the Bonds that have been tendered for purchase and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of the Bonds accepted for purchase, following the rounding of tenders of Bonds up or down (on a case by case basis and in the absolute discretion of the Offeror) to the nearest integral multiple in principal amount, to equal the Final Acceptance Amount exactly).
Set out below is an indicative timetable. The actual timetable may differ from the timetable below:
Launch Date: 6 December 2018
Expiration Deadline: 4.30 pm (London time), 7 December 2018
Results Date: Expected to be on 10 December 2018
Results Announcement: Announcement of the final aggregate principal amount of the Bonds accepted for purchase in the Invitation and the Purchase Price is expected to be made by no later than 8 am (London time) on the Results Date by publication of such information via the Regulatory News Services operated by the London Stock Exchange plc
Settlement Date: expected on 12 December 2018
The Offeror reserves the right, in its sole and absolute discretion, to purchase less than or more than the Target Amount. The Invitation is not conditional on any minimum principal amount of Bonds being tendered.
The Invitation will involve solicitation of certain Bondholders, to indicate their interest to offer to sell their Bonds to the Offeror subject to the Invitation and Distribution Restrictions set out below.
The Invitation is governed by English law.
Bondholders are advised to read the Invitation Term Sheet in its entirety prior to making a decision on whether or not to participate in the Invitation.
General Conditions: see "General Conditions" in the Invitation Term Sheet
Representations: By submitting offers to sell, each Bondholder and any intermediary acting on such Bondholder's behalf shall agree, and acknowledge, represent, warrant and undertake, certain matters to the Offeror and the Dealer Manager. See "Representations" in the Invitation Term Sheet
Invitation Restrictions: see "Invitation Restrictions" in the Invitation Term Sheet
Further Information on the Invitation
A Bondholder may submit offers to sell Bonds to HSBC only pursuant to the Invitation. Bondholders will not be able to submit indications of interest or offers to Vodafone or any other party other than HSBC. Bondholders will not be able to submit indications of interest or offers through Euroclear Bank SA/NV or Clearstream Banking S.A.
Any Bondholder who has an account with the Dealer Manager and wishes to submit offers to sell should call its regular contact at the Dealer Manager at any time until the Expiration Deadline. Bondholders will not be required to pay any fees or commission to the Dealer Manager in connection with the submission of offers to sell. Any Bondholder who does not have an account with the Dealer Manager and who wishes to submit offers to sell pursuant to the Invitation may do so by submitting offers to sell through its broker, dealer, commercial bank, trust company, other financial institution or other custodian, that it customarily uses. Any such broker or other entity must contact the Dealer Manager at its phone number set forth within this announcement, at any time until the Expiration Deadline. Bondholders may be required to pay a fee or commission to any broker or intermediary through whom it submits its offers to sell.
Failure on the part of any Bondholder to deliver to HSBC (as settlement agent) Bonds accepted for purchase by the Offeror may result in the Offeror revoking the acceptance of that Bondholder's Bonds for purchase, and may result in the Bondholder being liable for any losses resulting from such failure. Neither the Offeror nor HSBC shall be under any obligation to accept (or, in the case of the Offeror, purchase) Bonds which are either not delivered or delivered after the deadline set for such delivery, and any Bondholder whose Bonds are not accepted will not receive the Purchase Price in respect of its Bonds.
Requests for information in relation to the Invitation, copies of the Invitation Term Sheet and the procedures for tendering Bonds in the Invitation and settlement process should be directed to:
HSBC BANK PLC
8 Canada Square
London E14 5HQ
Telephone: +44 (0) 20 7991 5271
Attention: Equity Syndicate
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 ("MAR"). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Rosemary Martin, Group General Counsel and Company Secretary of Vodafone.
THE DEALER MANAGER IS ACTING AS AGENT AT THE REQUEST OF VODAFONE AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. THE DEALER MANAGER DOES NOT OWE ANY DUTY TO ANY BONDHOLDER. NEITHER THE DEALER MANAGER NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR, ITS SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER APPLICABLE SECURITIES LAWS. 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 VODAFONE AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE INVITATION. THIS DOCUMENT IS NOT AN OFFERING CIRCULAR OR PROSPECTUS OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.
THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.
ANY DECISION RELATING TO AN OFFER TO SELL THE BONDS PURSUANT TO THE INVITATION SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY THE BONDHOLDER OF THE OFFEROR'S PUBLICLY AVAILABLE INFORMATION. NEITHER THE DEALER MANAGER NOR ANY OF ITS AFFILIATES ACCEPTS ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT OR THE OFFEROR'S PUBLICLY AVAILABLE INFORMATION.
THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE OFFEROR OR MEMBERS OF THE OFFEROR'S GROUP, MAY MAKE MARKETS IN THE BONDS AND/OR THE UNDERLYING SHARES AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH BONDS AND UNDERLYING SHARES.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER OR ITS AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AT THE SAME TIME AS THE INVITATION OR IN SECONDARY MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER AND ITS AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SELL THE BONDS OR ANY UNDERLYING SHARES AND FOR SUCH REASON HOLD IN THEIR PORTFOLIOS, PURCHASE OR SELL SUCH BONDS OR ANY SECURITY OF THE OFFEROR OR MAKE ANY RELATED INVESTMENT; FURTHERMORE, THEY MAY ALSO OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE CONTEXT OF THE INVITATION. THE DEALER MANAGER DOES NOT INTEND TO DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.
THE DEALER MANAGER IS ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. THE DEALER MANAGER DOES NOT OWE ANY DUTY TO ANY BONDHOLDER. NEITHER THE DEALER MANAGER NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR, ITS SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PUBLICITY MATERIAL RELATING TO THE INVITATION IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE OFFEROR AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
INVITATION AND DISTRIBUTION RESTRICTIONS
THE INVITATION IS NOT BEING MADE AND WILL NOT BE MADE 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 ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED IN OR INTO THE UNITED STATES AND BONDS CANNOT BE OFFERED FOR SALE IN THE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTS OR FACILITIES FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, AS DEFINED IN REGULATION S OF THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND ANY PURPORTED OFFER OF BONDS FOR SALE RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND OFFERS OF BONDS FOR SALE MADE BY A PERSON LOCATED IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL NOT BE ACCEPTED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR AN INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PURPOSE OF THIS ANNOUNCEMENT IS LIMITED TO THE INVITATION AND THIS ANNOUNCEMENT MAY NOT BE SENT OR GIVEN TO A PERSON IN THE UNITED STATES. EACH BONDHOLDER PARTICIPATING IN THE INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES AND IS NOT PARTICIPATING IN THE INVITATION FROM THE UNITED STATES, 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 INVITATION FROM THE UNITED STATES. FOR THE PURPOSES OF THIS AND THE ABOVE PARAGRAPH, "UNITED STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.
THE COMMUNICATION OF THIS ANNOUNCEMENT BY THE OFFEROR AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION 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 ONLY BE COMMUNICATED TO (1) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, BEING INVESTMENT PROFESSIONALS AS DEFINED IN ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO"); (2) PERSONS WHO FALL WITHIN ARTICLE 43(2) OF THE FPO; OR (3) ANY OTHER PERSONS TO WHOM THESE DOCUMENTS AND/OR MATERIALS MAY LAWFULLY BE COMMUNICATED. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS OR WILL BE ENGAGED IN ONLY WITH SUCH PERSONS AND OTHER PERSONS SHOULD NOT RELY ON IT.
THE INVITATION IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE"). NEITHER THIS ANNOUNCEMENT NOR ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE INVITATION HAS BEEN OR SHALL BE DISTRIBUTED TO THE PUBLIC IN FRANCE AND ONLY: (I) 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); AND/OR (II) QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS), ACTING FOR THEIR OWN ACCOUNT, ALL AS DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L.411-1, L.411-2 AND D.411-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER ARE ELIGIBLE TO PARTICIPATE IN THE INVITATION. THE INVITATION HAS NOT BEEN SUBMITTED FOR CLEARANCE TO THE AUTORITÉ DES MARCHÉS FINANCIERS.
NONE OF THE INVITATION, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (CONSOB) PURSUANT TO ITALIAN LAWS AND REGULATIONS. THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF 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 (THE "ISSUERS' REGULATION"). A BONDHOLDER LOCATED IN THE REPUBLIC OF ITALY CAN TENDER BONDS 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. 20307 OF 15 FEBRUARY 2018, 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 CONNECTION WITH THE BONDS OR THE INVITATION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN OFFER TO SELL OR BUY THE BONDS, AS APPLICABLE (AND OFFERS OF BONDS FOR SALE IN THE INVITATION WILL NOT BE ACCEPTED FROM BONDHOLDERS), IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ITS AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN SUCH JURISDICTIONS, THE INVITATION SHALL BE DEEMED TO BE MADE BY THE DEALER MANAGER OR SUCH AFFILIATE (AS THE CASE MAY BE) IN SUCH JURISDICTIONS.
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