TIDM43XA
RNS Number : 7227A
Gas Natural Capital Markets S.A.
28 March 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
CITIGROUP ANNOUNCES TER OFFER FOR
NOTES ISSUED BY GAS NATURAL CAPITAL MARKETS, S.A. AND GUARANTEED
BY GAS NATURAL SDG, S.A.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN 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) (THE "UNITED
STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
This announcement does not constitute an invitation to
participate in the Solicitation of Offers to Sell (as defined
herein) in or from any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer under
applicable securities laws or otherwise. The distribution of this
announcement in certain jurisdictions (including the United States,
the United Kingdom, the Republic of Italy, Belgium, France and
Spain) may be restricted by law. See "Offer Restrictions relating
to the Solicitation of Offers to Sell" below. Persons into whose
possession this document comes are required by Citigroup, the
Issuer, the Guarantor and the Joint Dealer Managers (each as
defined herein) to inform themselves about, and to observe, any
such restrictions. No action that would permit a public offer has
been or will be taken in any jurisdiction by Citigroup, the Issuer,
the Guarantor, the Joint Dealer Managers or the Tender Agent.
London, 28 March 2017.
Citigroup Global Markets Limited ("Citigroup") hereby announces
that it is inviting holders of the (i) EUR700,000,000 4.125 per
cent. Guaranteed Notes due January 2018 (XS0479541699) (the
"January 2018 Notes"); (ii) EUR750,000,000 5.00 per cent.
Guaranteed Notes due 2018 (XS0741942576) (the "February 2018
Notes"); (iii) EUR850,000,000 4.500 per cent. Guaranteed Notes due
January 2020 (XS0479542580) (the "4.500 per cent. January 2020
Notes"); (iv) EUR800,000,000 6.00 per cent. Guaranteed Notes due
2020 (XS0829360923) (the "6.00 per cent. January 2020 Notes"); and
(v) EUR750,000,000 5.125 per cent. Guaranteed Notes due November
2021 (XS0458749826) (the "2021 Notes" together with the January
2018 Notes, the February 2018 Notes, the 4.500 per cent. January
2020 Notes and the 6.00 per cent. January 2020 Notes, the "Notes")
issued by Gas Natural Capital Markets, S.A. (the "Issuer") and
guaranteed by Gas Natural SDG, S.A. (the "Guarantor") to offer to
sell Notes to Citigroup for cash at the relevant Purchase Price
(the "Solicitation of Offers to Sell").
The Solicitation of Offers to Sell is being made upon the terms
and subject to the conditions contained in a tender offer
memorandum dated 28 March 2017 (the "Memorandum") prepared in
connection with the Solicitation of Offers to Sell, and is subject
to the offer restrictions set out below. Capitalised terms used in
this announcement and not otherwise defined have the meanings
ascribed to them in the Memorandum.
Description ISIN Maturity Minimum/ Aggregate Reference Purchase Purchase Maximum
of Notes Date Incremental principal Benchmark Spread Yield Purchase
Denomination amount Amount
outstanding
------------- -------------- ---------- ------------- --------------- ------------- ----------- ----------- -----------------
January 26 -0.25
2018 January EUR50,000/ Not Not per
Notes XS0479541699 2018 50,000 EUR700,000,000 Applicable Applicable cent.*
------------- -------------- ---------- ------------- --------------- ------------- ----------- ----------- -----------------
February 13 -0.25
2018 February EUR100,000/ Not Not per
Notes XS0741942576 2018 100,000 EUR750,000,000 Applicable Applicable cent.*
------------- -------------- ---------- ------------- --------------- ------------- ----------- -----------
4.500
per
cent.
January 27 -0.10
2020 January EUR50,000/ Not Not per
Notes XS0479542580 2020 50,000 EUR850,000,000 Applicable Applicable cent.*
------------- -------------- ---------- ------------- --------------- ------------- ----------- -----------
6.00
per
cent.
January 27 -0.10
2020 January EUR100,000/ Not Not per
Notes XS0829360923 2020 100,000 EUR800,000,000 Applicable Applicable cent.*
------------- -------------- ---------- ------------- --------------- ------------- ----------- -----------
EUR1,000,000,000
in aggregate
principal
amount
(or
such
As amount
determined as modified
2021 on by Citigroup,
2 Interpolated the in its
2021 November EUR50,000/ Mid-Swap Pricing sole
Notes XS0458749826 2021 50,000 EUR750,000,000 Rate 5 bps Date discretion)**
------------- -------------- ---------- ------------- --------------- ------------- ----------- ----------- -----------------
* For information purposes only, the Purchase Price in respect
of (i) the January 2018 Notes will be 103.545 per cent.
(EUR51,772.66 for each EUR50,000 in nominal amount), (ii) the
February 2018 Notes will be 104.513 per cent. (EUR104,513.30 for
each EUR100,000 in nominal amount), (iii) the 4.500 per cent.
January 2020 Notes will be 112.955 per cent. (EUR56,477.72 for each
EUR50,000 in nominal amount), and (iv) the 6.00 per cent. January
2020 Notes will be 117.180 per cent. (EUR117,180.03 for each
EUR100,000 in nominal amount), in each case when determined in the
manner described in the Memorandum on the basis of a Settlement
Date of 6 April 2017. Should the Settlement Date in respect of any
Notes accepted for purchase pursuant to the Solicitation of Offers
to Sell differ from 6 April 2017, the Purchase Price will be
recalculated to the new Settlement Date, all as further described
in the Memorandum.
** Citigroup reserves the right to determine the allocation of
the Maximum Purchase Amount between one or more Series in its sole
discretion, and reserves the right to accept significantly more or
less (or none) of the Notes of one Series as compared to any of the
other Series up to the Maximum Purchase Amount.
Citigroup proposes to accept Offers to Sell up to a maximum
aggregate principal amount of EUR1,000,000,000 across all Series of
Notes combined (the "Maximum Purchase Amount"), subject to the
right to modify such amount at its sole discretion and for any
reason, including but not limited to, the size of the New Issue (as
defined below) and subject to the satisfaction of the New Notes
Condition (as defined below) and the other conditions described in
the Memorandum. Citigroup may, in its sole discretion, extend,
amend or terminate the Solicitation of Offers to Sell at any time
(subject to applicable law and as provided in the Memorandum).
New Issue
The Issuer announced today its intention to issue under its EUR
14,000,000,000 Guaranteed Euro Medium Term Note Programme (the
"Programme") euro denominated fixed rate notes (the "New Issue" and
the "New Notes", respectively).
Acceptance by Citigroup of Notes validly tendered in the
Solicitation of Offers to Sell is conditional upon: (i) the pricing
of the New Notes prior to the Acceptance Date, and (ii) the signing
of the subscription agreement to be entered into for the purchase
of, and subscription for, the New Notes (the "New Notes
Condition"). The announcement of whether or not the New Notes
Condition has been satisfied is expected to take place as soon as
practicably possible following the Pricing Time on the Pricing
Date.
Purchase Price and Offer Period
The amount payable per Minimum Denomination in respect of each
Series will be the sum of (i) the relevant Purchase Price
(expressed as a percentage) in respect of such Series multiplied by
the relevant Minimum Denomination in respect of that Series and
(ii) accrued and unpaid interest on such Notes of the relevant
Series from, and including, the immediately preceding interest
payment date for such Series up to, but excluding, the Settlement
Date, which is expected to be 6 April 2017 (the "Accrued
Interest").
The Purchase Price for the 2021 Notes accepted for purchase will
be determined by the Joint Dealer Managers by reference to the sum
(each such sum, a "Purchase Yield") of (i) the Purchase Spread and
(ii) the yield for the Reference Benchmark (the "Reference
Benchmark Yield") at the Pricing Time on the Pricing Date in
accordance with the pricing formula set out in Annex A to the
Memorandum.
The Purchase Price for the January 2018 Notes, February 2018
Notes, 4.500 per cent. January 2020 Notes and 6.00 per cent.
January 2020 Notes accepted for purchase will be determined by the
Joint Dealer Managers by reference to the relevant Purchase Yield
at the Pricing Time on the Pricing Date in accordance with the
pricing formula set out in Annex A to the Memorandum.
Noteholders will be able to submit an Offer to Sell in the
manner specified in the Memorandum from and including 28 March 2017
to 4:00 p.m. (London time) on 4 April 2017 (the "Offer Period").
Noteholders must submit the Offer to Sell specifying the aggregate
principal amount of the Notes offered at the relevant Purchase
Price in the manner specified in the Memorandum under "Terms and
Conditions relating to the Solicitation of Offers to Sell -
Electronic Instruction Notice".
Acceptance Date and Settlement
An Offer to Sell may be accepted by Citigroup, if no extension
of the Offer Period has occurred, on the "Acceptance Date"
(expected to be on 5 April 2017). Citigroup is under no obligation
to accept an Offer to Sell. The acceptance of Notes validly
tendered and not validly withdrawn pursuant to the Solicitation of
Offers to Sell for purchase by Citigroup is at the sole discretion
of Citigroup and Offers to Sell may be rejected by Citigroup for
any reason.
Subject to the preceding paragraph, Citigroup will accept Offers
to Sell until either (i) it has accepted all of the Notes validly
offered and eligible for purchase, or (ii) the aggregate principal
amount of all Notes which have been accepted is the maximum amount
that can be accepted without exceeding the Maximum Purchase Amount.
Citigroup reserves the right to determine the allocation of the
Maximum Purchase Amount between one or more Series in its sole
discretion, and reserves the right to accept significantly more or
less (or none) of the Notes of one Series as compared to any of the
other Series. Where the acceptance of all valid Offers to Sell
would require a greater principal amount of Notes to be accepted
than the Maximum Purchase Amount, Citigroup will accept Offers to
Sell in respect of the Notes on a pro rata basis (as described in
the Memorandum under "Terms and Conditions relating to the
Solicitation of Offers to Sell - Acceptance of Offers to Sell and
Pro Rata Allocation").
Notes in respect of which Citigroup has not accepted an Offer to
Sell will remain outstanding subject to the terms and conditions of
such Notes and will be returned to the respective Noteholders as
soon as possible after the Settlement Date.
During the Offer Period, Noteholders must submit or arrange for
the submission of an Electronic Instruction Notice (as defined
below) to the Tender Agent via the relevant Clearing System (as
defined below) as detailed in the Memorandum. Such Electronic
Instruction Notice (as defined below) must be received by the
Tender Agent at or prior to the Expiration Date.
Noteholders wishing to participate in the Solicitation of Offers
to Sell who are not direct participants of Euroclear Bank SA/NV or
Clearstream Banking, société anonyme (together, the "Clearing
Systems" and each a "Clearing System") must instruct their
respective bank, securities broker or other intermediary to submit
an electronic instruction notice (the "Electronic Instruction
Notice") to the relevant Clearing System for delivery to the Tender
Agent via such Clearing System. Citigroup expressly points out that
Noteholders whose Notes are held on their behalf by a bank,
securities broker or other intermediary should inform themselves
whether such intermediary requires instructions to participate in,
or withdraw their instructions to participate in, the Solicitation
of Offers to Sell prior to the deadlines set out herein.
Noteholders who are direct participants of the Clearing Systems
must follow the same procedure by contacting the relevant Clearing
System directly. Purchase agreements will be concluded by
Citigroup's acceptance of the Offers to Sell according to the Terms
and Conditions.
The Purchase of Notes, pursuant to the Solicitation of Offers to
Sell, in respect of which Citigroup has validly accepted Offers to
Sell on the Acceptance Date is expected to be settled on 6 April
2017 or, in the event of an extension of the Offer Period, on such
later date as is notified to the Noteholders by Citigroup (the
"Settlement Date"). All purchases pursuant to the Solicitation of
Offers to Sell will settle through the normal procedures of the
Clearing Systems. On the Settlement Date, Citigroup will pay, or
procure the payment of, the relevant Purchase Price plus Accrued
Interest to all Noteholders whose Offers to Sell have been validly
accepted by Citigroup pursuant to the Terms and Conditions, subject
to receipt of the relevant Notes.
Expected Timetable
Commencement of 28 March 2017
Offer Period:.......
Expiration Date:.............................. 4 April 2017, 4:00 p.m. (London
time)
Acceptance Date:........................... Expected to be 5 April 2017
Announcement of Acceptance Date, expected
indicative results to be at or around 09:00
of Solicitation a.m. (London time).
of Offers to Sell
and indicative pro-ration
factors (if applicable):
....................................
Pricing Date and Acceptance Date, expected
Pricing Time:......... to be at or around 2:00 p.m.
(London time)
Announcement of As soon as practicably possible
whether Citigroup following the Pricing Time
will accept valid on the Pricing Date.
Offers to Sell pursuant
to the Purchase
and, if so accepted,
(i) the principal
amount of each Series
of Notes accepted
for purchase and
any pro-ration factor;
(ii) the relevant
Purchase Price and
the Accrued Interest
for each Series
of Notes accepted
for purchase; (iii)
in respect of the
2021 Notes only,
the Reference Benchmark
Yield and the Purchase
Yield; and (iv)
the completion of
the New Notes Condition:
Settlement Date: Expected to be 6 April 2017.
............................
Noteholders are advised to check with the bank, securities
broker or other intermediary (including the relevant Clearing
System) through which they hold their Notes as to the deadlines by
which such intermediary would require receipt of instructions to
participate in, or to withdraw their instructions to participate
in, the Solicitation of Offers to Sell in accordance with the Terms
and Conditions to meet the deadlines set out above. The deadlines
set by any such intermediary and the Clearing Systems will be
earlier than the relevant deadlines specified above.
Further Information
A complete description of the terms and conditions of the
Solicitation of Offers to Sell is set out in the Memorandum.
Citigroup Global Markets Limited, Banco Bilbao Vizcaya Argentaria,
S.A., BNP Paribas and CaixaBank, S.A. are the Joint Dealer Managers
for the Solicitation of Offers to Sell.
Requests for information in relation to the Solicitation of
Offers to Sell should be directed to:
JOINT DEALER MANAGERS
Banco Bilbao Vizcaya Argentaria BNP Paribas
S.A. 10 Harewood Avenue
44th Floor, One Canada London NW1 6AA
Square United Kingdom
London E14 5AA Tel: +44 20 7595 8668
United Kingdom Email: liability.management@bnpparibas.com
Tel: +44 207 648 7516 Attention: Liability
/ +44 2073976125 Management Group
Email: liabilitymanagement@bbva.com
Attention: Liability
Management
------------------------------------------- ------------------------------------------------------
CaixaBank, S.A. Citigroup Global Markets
Debt Capital Markets Limited
Castellana 7, 7th floor Citigroup Centre
28046 Madrid Canada Square
Spain Canary Wharf
Tel: + 34 91 700 56 08 London E14 5LB
/09 / 10 United Kingdom
Attention: Miguel Lafont, Telephone: +44 20 7986
Antonio Sanz-Pastor, Alvaro 8969
Aguilar Email: liabilitymanagement.europe@citi.com
Attn: Liability Management
Group
------------------------------------------- ------------------------------------------------------
Requests for information in relation to the procedures for
submitting an Offer to Sell and the submission of Electronic
Instruction Notices should be directed to:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn.: David Shilson / Paul Kamminga
Tel.: +44 207 704 0880
Email.: gn@lucid-is.com
Further details relating to the contents of this announcement
can be obtained from:
Gas Natural Capital Markets, S.A.
Plaça del Gas no.1
08003, Barcelona
Spain
Attention: Enrique Berenguer Marsal (Sole Director)
A copy of the Memorandum is available to eligible persons upon
request from the Tender Agent.
The Joint Dealer Managers do not take responsibility for the
contents of this announcement and none of Citigroup, the Issuer,
the Guarantor, the Joint Dealer Managers named above or the Tender
Agent or any of their respective bodies, affiliates, agents,
directors, management or employees makes any recommendation in this
announcement or otherwise as to whether or not Noteholders should
submit Offers to Sell in respect of the Notes. Each of the Issuer
and the Guarantor is aware of, and has no objection to, Citigroup
making the Solicitation of Offers to Sell upon the terms and
subject to the conditions set forth in the Memorandum. This
announcement must be read in conjunction with the Memorandum. This
announcement and the Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Solicitation of Offers to Sell. If any holder is in any
doubt as to the action it should take, it is recommended to seek
its own financial advice, including as to any tax consequences,
from its stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Offer Restrictions relating to the Solicitation of Offers to
Sell
Each of this announcement, the Solicitation of Offers to Sell
and the Memorandum do not constitute an offer to buy or the
solicitation of an offer to sell the Notes in any jurisdiction in
which such offer or solicitation is unlawful, and Offers to Sell by
Noteholders originating from any jurisdiction in which such offer
or solicitation is unlawful will be rejected. In those
jurisdictions where the securities laws or other laws require the
Solicitation of Offers to Sell to be made by a licensed broker or
dealer, the Solicitation of Offers to Sell shall be deemed to be
made on behalf of Citigroup by one or more registered brokers or
dealers licensed under the laws of such jurisdiction. None of the
delivery of this announcement, the Memorandum, the Solicitation of
Offers to Sell or any purchase of Notes shall, under any
circumstances, create any implication that there has been no change
in the affairs of the Issuer and the Guarantor since the date
hereof, or that the information herein is correct as of any time
subsequent to the date hereof.
A Noteholder or a beneficial owner of the Notes who is a
Sanctions Restricted Person may not participate in the Solicitation
of Offers to Sell. Citigroup reserves the absolute right to reject
any and all Offers to Sell when Citigroup in its sole discretion is
of the view that such Offer to Sell has been submitted by or on
behalf of a Sanctions Restricted Person.
United States
The Solicitation of Offers to Sell is not being made, and will
not be made, directly or indirectly, in or into, or by use of the
mail of, or by any means or instrumentality (including, without
limitation: facsimile transmission, telex, telephone, e-mail and
other forms of electronic transmission) of interstate or foreign
commerce, or of any facility of a national securities exchange, of
the United States, and Notes may not be offered for sale by any
such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States as defined in Regulation S of the U.S. Securities Act of
1933, as amended (the "Securities Act"). Accordingly, copies of
this announcement, the Memorandum and any related documents are not
being and must not be directly or indirectly distributed,
forwarded, mailed, transmitted or sent into or from the United
States (including without limitation by any custodian, nominee,
trustee or agent). Persons receiving this announcement or the
Memorandum (including, without limitation, custodians, nominees,
trustees or agents) must not distribute, forward, mail, transmit or
send it or any related documents in, into or from the United States
or use such mails or any such means, instrumentality or facility in
connection with the Solicitation of Offers to Sell. Any purported
tender of Notes in the Solicitation of Offers to Sell resulting
directly or indirectly from a violation of these restrictions will
be invalid and any Offers to Sell made by a resident of the United
States, by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States, or by any U.S. person (as defined in
Regulation S under the Securities Act) or by use of such mails or
any such means, instrumentality or facility, will not be
accepted.
Each holder of Notes participating in the Solicitation of Offers
to Sell will represent that it is not located in the United States
and is not participating in such Solicitation of Offers to Sell
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 such Solicitation of Offers to
Sell from the United States.
For the purposes of this announcement, the Memorandum and the
above paragraph, "United States" refers to 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.
United Kingdom
Each of this announcement and the Memorandum has been issued by
Citigroup Global Markets Limited, which is regulated by the
Financial Conduct Authority (the "FCA") and is being distributed
only to existing holders of the Notes. Each of this announcement
and the Memorandum is only addressed to such existing holders being
investment professionals and high net worth companies/undertakings
each within the meaning of the Financial Services and Markets Act
2000 (Financial Promotions) Order 2005 (the "Order"), or other
persons to whom it can lawfully be communicated by a person not
authorised under the Order. Each of this announcement and the
Memorandum is not addressed to or directed at any other person,
including any persons who would be retail clients within the
meaning of the FCA rules and such other persons should not act or
rely on it. Recipients of this announcement and/or the Memorandum
should note that Citigroup is acting on its own account in relation
to the Solicitation of Offers to Sell and will not be responsible
to any other person for providing the protections, which would be
afforded to clients of Citigroup, or for providing advice in
relation to the Solicitation of Offers to Sell.
Republic of Italy
None of the Solicitation of Offers to Sell, this announcement,
the Memorandum or any other documents or materials relating to the
Solicitation of Offers to Sell 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
Solicitation of Offers to Sell 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"), as the case may be. The
Solicitation of Offers to Sell is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers'
Regulation.
A holder of Notes located in the Republic of Italy can tender
the Notes 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. 16190 of 29 October
2007, 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 Notes or the Solicitation of Offers to
Sell.
Belgium
(The below offer restriction is applicable to the January 2018
Notes, the 4.500 per cent. January 2020 Notes and the 2021 Notes
only)
None of this announcement, the Memorandum or any other documents
or materials relating to the Solicitation of Offers to Sell have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority ("Autorité des
services et marches financiers / Autoriteit financiële diensten en
markten") and, accordingly, the Solicitation of Offers to Sell may
not be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids (the "Belgian Takeover Law") as amended or replaced
from time to time. Accordingly, the Solicitation of Offers to Sell
may not be advertised and the Solicitation of Offers to Sell will
not be extended, and none of this announcement, the Memorandum or
any other documents or materials relating to the Solicitation of
Offers to Sell (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium
other than (i) to "qualified investors" in the sense of Article 10
of the Belgian Law of 16 June 2006 (the "Belgian Law") on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account or (ii) in any circumstances set out in Article 6, --4 of
the Belgian Takeover Law. This announcement and the Memorandum have
been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Solicitation of
Offers to Sell. Accordingly, the information contained in this
announcement and the Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
Republic of France
The Solicitation of Offers to Sell is not being made, directly
or indirectly, to the general public in the Republic of France.
This announcement, the Memorandum or any other documentation or
material relating to the Solicitation of Offers to Sell (including
memorandums, information circulars, brochures or similar documents)
have not been distributed to, and or are not being distributed to,
the general public in the Republic of France. Only (i) persons that
provide investment services in the field of 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) (that are
not individuals) acting for their own account, in each case as
defined in or pursuant to articles L.411-1, L.411-2 and D.411-1 of
the French Code Monétaire et Financier, may participate in the
Solicitation of Offers to Sell. Each of this announcement and the
Memorandum has not been, and will not be, submitted for clearance
to nor approved by the Authorité des marchés financiers.
Spain
None of the Solicitation of Offers to Sell, this announcement or
the Memorandum constitutes an offer of securities or the
solicitation of an offer of securities to the public in Spain under
the restated text of Spanish Securities Market Act approved by
Legislative Royal Decree 4/2015, of 23 October 2015 (Real Decreto
Legislativo 4/2015, de 23 de octubre, que aprueba el texto
refundido de la Ley 24/1988, de 28 de julio, del Mercado de
Valores), the Royal Decree 1310/2005, of 4 November 2005 and the
Royal Decree 1066/2007, of 27 July 2007, all of them as amended,
and any regulation issued thereunder. Accordingly, this
announcement and the Memorandum have not been and will not be
submitted for approval nor approved by the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores).
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPSEESWAFWSEDD
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March 28, 2017 03:37 ET (07:37 GMT)
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