TIDM60GT
RNS Number : 7539K
Polyus Finance PLC
12 April 2018
THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY. THIS IS NOT AN
OFFERING MEMORANDUM OR PROSPECTUS AND SHOULD NOT BE TREATED AS
OFFERING MATERIAL OF ANY SORT. NOT FOR DISTRIBUTION OR RELEASE TO
ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Press Release 12 April 2018
Polyus Finance PLC
Polyus announces an invitation to holders of its U.S.$250
million 1 per cent. guaranteed convertible bonds due 2021 (ISIN:
XS1759275578) (the "Bonds") to tender up to U.S.$50 million (or 20%
of the issue) in aggregate principal amount of the Bonds for
purchase. The offer is structured as a reverse bookbuilding
modified Dutch auction process. J.P. Morgan Securities plc will act
as dealer manager in respect of the offer.
Polyus takes into account existing market dislocation and
volatility across its publicly traded financial instruments and
believes that the current market environment creates an opportunity
for timely liability management. Polyus is committed to the active
management of its balance sheet and continues to monitor market
conditions with a view to improve the terms of its credit
portfolio.
Polyus Finance PLC (the "Company" or the "Offeror") hereby
announces an invitation (such invitation, the "Offer") to holders
(the "Bondholders") of its U.S.$250 million 1 per cent. guaranteed
convertible bonds due 2021 guaranteed jointly and severally by PJSC
Polyus and Joint Stock Company Polyus Krasnoyarsk (of which
U.S.$250 million are currently outstanding) (the "Bonds") that are
outside the United States and are not U.S. persons and to whom the
Offer may otherwise be lawfully made (as further described under
"Offer and Distribution Restrictions") (each an "Eligible Holder")
to tender up to U.S.$50 million in aggregate principal amount of
the Bonds for purchase (at the Company's sole and absolute
discretion) by the Company, through a reverse bookbuilding modified
Dutch auction process.
J.P. Morgan Securities plc will act as dealer manager (the
"Dealer Manager") in respect of the Offer.
Timetable for the Offer
The Company invites, subject to the restrictions set out in
"Offer and Distribution Restrictions" below, any Eligible Holder to
submit instructions ("Tender Instructions") to the Dealer Manager
to offer their Bonds for purchase by the Company for cash, in
accordance with the procedures set out below, which must be
received by the Dealer Manager prior to 4.45 p.m. (BST) on 13 April
2018, subject to any extension or amendment as may be agreed
between the Company and the Dealer Manager in their sole and
absolute discretion (the "Offer Deadline").
Tender Instructions must be submitted specifying a purchase
price (expressed as a percentage of the principal amount of the
Bonds) that a Bondholder would be willing to accept as the Final
Buyback Price (as defined below) in respect of Bonds that are the
subject of the particular Tender Instruction.
The Company will announce whether or not it intends to accept
any Bonds for purchase on or about 13 April 2018. If the Company
decides to accept any Bonds submitted pursuant to valid Tender
Instructions for purchase pursuant to the Offer, it will accept for
purchase no more than U.S.$50 million in aggregate nominal amount
of the Bonds to which such Tender Instructions relate, with pro
rata scaling being applied on the terms set out below under
"Acceptance Amount and Scaling".
Procedure for the Offer
The Company proposes to purchase up to U.S.$50,000,000 in
aggregate principal amount outstanding of the Bonds (the "Maximum
Acceptance Amount"). The Offeror reserves the right, in its sole
and absolute discretion, to purchase less than or more than the
Maximum Acceptance Amount.
Eligible Holders submitting valid Tender Instructions which are
received by the Dealer Manager prior to the Offer Deadline and
whose Bonds are accepted for purchase (the "Tendered Bonds") in the
Offer will receive on the Settlement Date a cash consideration
equal to the Final Buyback Price (being the price, determined as
set out below, expressed as a percentage of the principal amount of
the Bonds at which the Company is repurchasing the Tendered
Bonds).
Each Eligible Holder submitting Tender Instructions will be
deemed to have given certain representations and undertakings as
set out in the "Deemed Representations and Undertakings by Eligible
Holders Submitting Tender Instructions" set out in Annex 1 to this
announcement. Any tender of Bonds for purchase by a Bondholder that
is unable to make these representations may be rejected. Each of
the Company and the Dealer Manager reserves the right, in their
absolute discretion, to investigate, in relation to any tender of
Bonds for purchase pursuant to the Offer, whether any such
representation given by a holder of Bonds is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender may be rejected.
The Final Buyback Price will be determined by the Company
pursuant to a Modified Dutch Auction Procedure. Under the Modified
Dutch Auction Procedure, the Company will determine in its sole
discretion, following expiration of the Offer (i) the aggregate
principal amount of Bonds (if any) that it will accept for purchase
pursuant to the Offer (the "Acceptance Amount") and (ii) the Final
Buyback Price for Bonds validly tendered and accepted for purchase,
taking into account the aggregate principal amount of Bonds validly
tendered pursuant to the Offer and the purchase prices specified by
tendering Bondholders.
The Final Buyback Price for the Bonds will represent the lowest
price that will enable the Offeror to purchase an aggregate
principal amount of the Bonds which equals the Acceptance Amount.
No Bonds tendered for purchase at a purchase price above the Final
Buyback Price will be accepted for purchase pursuant to the
Offer.
In addition to the Final Buyback Price, the Company will pay
accrued but unpaid interest on the Bonds purchased in the Offer up
to (but excluding) the settlement date (being the date on which the
Company pays the Final Buyback Price for Bonds accepted for
purchase pursuant to the Offer), which is expected to be 18 April
2018 (the "Settlement Date").
Acceptance Amount and Scaling
The Acceptance Amount (if any) will be determined by the Offeror
in its sole discretion. If the aggregate principal amount
outstanding of Bonds validly tendered at or below the Purchase
Price is greater than the Acceptance Amount, the Offeror intends to
accept (i) first all Bonds validly tendered for purchase pursuant
to Tender Instructions that do not specify a purchase price, (ii)
second all Bonds validly tendered for purchase pursuant to Tender
Instructions that specify a purchase price below the Final Buyback
Price and (iii) third all Bonds validly tendered for purchase
pursuant to Tender Instructions that specify a purchase price at
the Final Buyback Price on a pro rata basis.
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 Acceptance Amount, less the aggregate nominal 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 nominal 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 nominal
amount of the Bonds accepted for purchase, following the rounding
of tenders of the Bonds down to the nearest integral multiple in
nominal amount, to equal the Acceptance Amount exactly).
Debevoise & Plimpton LLP is acting as legal counsel to the
Company as to English and Russian law matters in connection with
the Offer. Linklaters LLP advised the Dealer Manager as to English
and Russian law.
Polyus
The Polyus group is the largest gold producer in Russia and one
of the top 10 gold miners globally with the lowest cost position.
Based on its 2017 Ore Reserves and Mineral Resources, the Polyus
group ranks second by attributable gold reserves and gold resources
among the world's largest gold mining companies.
The Polyus group's principal operations are located in
Krasnoyarsk, Irkutsk and Magadan regions and the Sakha Republic
(Yakutia).
Inside Information
This announcement contains inside information.
Enquiries
Investor contact
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77
drozdovvi@polyus.com
Media contact
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77
vasilevavs@polyus.com
DEALER MANAGER
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Attention: ECM Syndicate
Telephone: +44 207 134 2650
Email: Eql_LM@jpmorgan.com
Information on Dealer Manager
The Dealer Manager and its respective affiliates have provided,
from time to time, and in the future may provide, certain
commercial banking, investment banking and financial advisory
services to the Company and its affiliates, for which they have
received, and in the future will receive, customary fees. In the
future, they may also provide investment banking and financial
advisory services to the Company and its affiliates for customary
fees. At any given time, the Dealer Manager may trade the Bonds or
other securities of the Company for its own account or for the
accounts of customers, and, accordingly, may hold a long or short
position in the the Bonds or other securities of the Company, and
may tender securities as part of the Offer.
DISCLAIMER. This announcement contains important information
which should be read carefully before any decision is made with
respect to the Offer. If any Bondholder is in any doubt as to the
action it should take or is unsure of the impact of the Offer as
described in this announcement, 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. Any individual or company
whose Bonds are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to submit Tender Instructions in
the Offer. None of the Dealer Manager or the Company makes any
recommendation whether Bondholders should submit Tender
Instructions in the Offer.
Bondholders are advised to check with any dealer, custodian,
trust company or other trustee, bank, securities broker or other
intermediary through which they hold Bonds when such intermediary
would need to receive instructions from a Bondholder in order for
that Bondholder to be able to participate in the Offer, before the
deadlines specified above, and then adhere to such deadlines. The
deadlines set by any such intermediary for the submission of Tender
Instructions may be earlier than the relevant deadlines specified
above.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement does not constitute an invitation to
participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such Offer or for
there to be such participation under applicable securities laws and
regulations. The distribution of this announcement in certain
jurisdictions may be restricted by laws and regulations. Persons
into whose possession this announcement comes are required by each
of the Company and the Dealer Manager to inform themselves about
and to observe any such restrictions.
United States
The Offer 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 of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to, or for the benefit of, U.S. persons as defined in Regulation
S of the U.S. Securities Act of 1933, as amended (the "Securities
Act") ("U.S. persons"). This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Bonds may
not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
U.S. persons. Accordingly, copies of this announcement and any
other documents or materials relating to the 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, or for the benefit of, U.S. persons. Any
purported tender of Bonds in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Bonds made by a U.S person or a person
located in the United States or by any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a U.S. person
or a principal giving instructions from within the United States
will be invalid and will not be accepted.
Each holder of Bonds participating in the Offer will represent
that it is not a U.S. person, it is not located in the United
States and it is not participating in such Offer from the United
States, or it is acting on a non- discretionary basis for a
principal that is not a U.S. person, that is located outside the
United States and that is not giving an order to participate in
such Offer 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 (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
The communication of this announcement and any other documents
or materials relating to the 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. 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 as a financial promotion is only
being made to 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(2) or 49(2)(a) to (d) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
Italy
None of the Offer, this announcement or any other documents or
materials relating to the Offer 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 Offer is being carried out in the Republic of Italy as
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Italian Financial Services Act") and article 35-bis, paragraph 3,
of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers'
Regulation"). A Bondholder resident or otherwise located in Italy
can participate in the Offer only if it is a "qualified investor"
within the meaning of article 35-bis, paragraph 3 and as defined in
article 34-ter, letter b) of the Issuer's Regulation. Accordingly,
a Bondholder who is resident or otherwise located in the Republic
of Italy that does not qualify as such may not participate in the
Offer having as target convertible bonds.
Bondholders or beneficial owners of the Bonds that are resident
or located in Italy can tender some or all of their Bonds pursuant
to the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Italian Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, 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-à-vis its clients in
connection with the Bonds or the Offer.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this
announcement nor any other documents or materials relating to the
Offer have 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)
other than individuals, in each case acting on their own account
and 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 Offer. This announcement and any
other document or material relating to the Offer have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
Russia
This announcement and the information contained herein is not an
offer, or an invitation to make offers, sell, purchase, exchange or
transfer any securities in Russia to or for the benefit of any
Russian person or entity, and does not constitute an advertisement
or offering of any securities in Russia within the meaning of
Russian securities laws. Information contained in this announcement
is not intended for any persons in Russia who are not "qualified
investors" within the meaning of Article 51.2 of the Federal Law
no. 39-FZ "On the Securities Market" dated 22 April 1996, as
amended ("Russian QIs") and must not be distributed or circulated
into Russia or made available in Russia to any persons who are not
Russian QIs, unless and to the extent they are otherwise permitted
to access such information under Russian law.
General
Neither this announcement nor the electronic transmission
thereof constitutes an offer to buy or the solicitation of an offer
to sell Bonds (and tenders of Bonds for purchase pursuant to the
Offer 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 Offer to be made by a licensed broker or dealer and the Dealer
Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be
made by the Dealer Manager or such affiliate, as the case may be,
on behalf of the Company in such jurisdiction.
Each of the Company and the Dealer Manager reserves the right,
in its sole and absolute discretion, to investigate, in relation to
any tender of Bonds for purchase pursuant to the Offer whether any
such representation given by a Bondholder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender or submission may be rejected.
The Offer is not being made to any individual or entity (a
"Person") (a) that is, or is owned or controlled by (but solely if
under the relevant sanctions such person so owned or controlled by
(as such terms are interpreted in the relevant regulations or in
any guidance in relation to such regulations) is also deemed to be
subject to sanctions) a Person that is, described or designated in
(i) the most current "Specially Designated Nationals and Blocked
Persons" list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf), (ii) the most
current "Consolidated list of persons, groups and entities subject
to EU financial sanctions" (which as of the date hereof can be
found at:
http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm) or
(iii) the Foreign Sanctions Evaders List (which as of the date
hereof can be found at:
http://www.treasury.gov/ofac/downloads/fse/fselist.pdf); or (b)
that is otherwise the subject or target of any sanctions
administered or enforced by any sanctions authority (which means
(x) the Security Council of the United Nations; and (y) the
competent governmental institutions and agencies of the US, the
United Kingdom, the European Union or a member state of the
European Union including, without limitation, the Office of Foreign
Assets Control of the US Department of the Treasury, the United
States Department of State, the United States Department of
Commerce and Her Majesty's Treasury), other than solely by virtue
of their inclusion in: (i) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx)
(the "SSI List"), (ii) Annexes III, IV, V and VI of Council
Regulation No.833/2014, as amended by Council Regulation
No.960/2014 (the "EU Annexes"), or (iii) any other list maintained
by a Sanctions Authority, with similar effect to the SSI List or
the EU Annexes.
Annex 1
Deemed Representations and Undertakings by Bondholders
Submitting Tender Instructions
Except as defined herein, defined terms used below have the
meanings given to them in the Press Release setting out the terms
of invitation to Bondholders in respect of the 1per cent.
guaranteed convertible bonds due 2021 (the "Bonds"), dated 12 April
2018 (the "Invitation to Tender")
By submitting a Tender Instruction in the Offer in respect of
any Bonds, a Bondholder will be deemed to acknowledge, represent,
warrant and undertake to the Company and the Dealer Manager that,
as of the time of its acceptance of the Offer and on the Settlement
Date, it is an Eligible Holder and:
1. the Company is under no obligation to accept for purchase
Bonds tendered pursuant to the Offer, and accordingly such tender
may be accepted or rejected by the Company in its sole and absolute
discretion and for any reason at any time prior to the announcement
of the results of the Offer;
2. it has received the Invitation to Tender and has reviewed and
accepts the offer and distribution restrictions, the terms,
conditions and other considerations of the Offer, all as described
in the Invitation to Tender, and has undertaken an appropriate
analysis of the implications of the Offer without reliance on the
Company or the Dealer Manager;
3. it has sufficient information available to it to make an
investment decision with respect to the Offer and understands the
content of the Invitation to Tender, and acknowledges that none of
the Company or the Dealer Manager or any other person representing
or acting on behalf of either the Company or the Dealer Manager has
made any representation to it with respect to the Offer other than
as set forth in the Invitation to Tender, together with any
supplement thereto, upon which it is relying solely in making its
investment decision with respect to the Offer, and it has made its
own assessment of the relevant tax, legal and other economic
considerations relevant to participating in the Offer;
4. no information has been provided to it by the Company, the
Dealer Manager or any of their respective directors, officers,
employees, agents or affiliates with regard to the tax consequences
for Bondholders arising from the purchase of Bonds by the Company
pursuant to the Offer and the receipt by the Bondholder of the
Purchase Price and the accrued interest, and it acknowledges that
it is solely liable for any taxes and similar or related payments
imposed on it under the laws and regulations of any applicable
jurisdiction as a result of its participation in the Offer and
agrees that it will not and does not have any right of recourse
(whether by way of reimbursement, indemnity or otherwise) against
the Company, the Dealer Manager, or any of their respective
directors, officers, employees, agents or affiliates, or any other
person in respect of such taxes and payments;
5. it is not a person to whom it is unlawful to make an
invitation pursuant to the Offer under applicable securities laws
and regulations, it has not distributed or forwarded the Invitation
to Tender or any other documents or materials relating to the Offer
to any such person(s) and it has (before submitting, or arranging
for the submission on its behalf, as the case may be, of the Tender
Instruction in respect of the Bonds it is tendering for purchase)
complied with all laws and regulations applicable to it for the
purposes of its participation in the Offer;
6. it has observed the laws of all jurisdictions; obtained all
requisite governmental, exchange control or other required
consents; complied with all requisite formalities; and paid any
issue, transfer or other taxes or requisite payments due from it in
each respect in connection with any offer or acceptance in any
jurisdiction and that it has not taken or omitted to take any
action in breach of the terms of the Offer or which will or may
result in the Company or the Dealer Manager or any other person
acting in breach of the legal or regulatory requirements of any
such jurisdiction in connection with the Offer;
7. it has not received or sent copies or originals of the
Invitation to Tender or any other materials or documents related to
the Offer in, into or from the United States and has not otherwise
utilised in connection with the Offer, directly or indirectly, the
mails of, or any means or instrumentality (including without
limitation facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States;
8. either (a) (i) it is the beneficial owner of the Bonds that
are being tendered pursuant to the Offer and (ii) it is located and
resident outside the United States and is otherwise not a U.S.
person (within the meaning of Regulation S under the U.S.
Securities Act of 1933, as amended) and is not acting for the
account or benefit of persons located or resident in the United
States or other U.S. persons and is delivering its acceptance of
the Offer from outside the United States or (b) (i) it is validly
acting on behalf of the beneficial owner of the Bonds that are
being tendered pursuant to the Offer and has been duly authorised
to so act and is delivering its acceptance of the Offer from
outside the United States and (ii) such beneficial owner has
confirmed to it that it is located and resident outside the United
States and is not otherwise a U.S. person (within the meaning of
Regulation S under the U.S. Securities Act of 1933, as amended) and
is not acting for the account or benefit of persons located or
resident in the United States or other U.S. persons and is giving
instructions to tender the Bonds from outside the United
States;
9. it is (a) not located in, or a resident of, the Republic of
Italy or (b) if it is located in, or a resident of, the Republic of
Italy, it is a "qualified investor" within the meaning of article
35-bis, paragraph 3 and as defined in article 34-ter, paragraph 1),
letter b), of CONSOB Regulation no. 11971 of 14 May 1999 (as
amended);
10. it is not located or resident in the United Kingdom or, if
it is located or resident in the United Kingdom, it is a person
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Promotion Order) or
within Article 43(2) or 49(2)(a) to (d) of the Financial Promotion
Order, or to whom the Term Sheet and any other documents or
materials relating to the Offer may otherwise lawfully be
communicated in accordance with the Financial Promotion Order;
11. it is not located or resident in France or, if it is located
or resident in France, it is a (i) provider 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 investor
(investisseur qualifié) other than an individual acting for its own
account (all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 and D.411-4 of the French Code
Monétaire et Financier), acting on its own account;
12. it is not located or resident in Russia or, if it is located
or resident in Russia, it is a "qualified investor" within the
meaning of Article 51.2 of the Federal Law no. 39-FZ "On the
Securities Market" dated 22 April 1996, as amended;;
13. it is not an individual or entity (a "Person") that is, or
is owned or controlled by (but solely if under the relevant
sanctions such person so owned or controlled by (as such terms are
interpreted in the relevant regulations or in any guidance in
relation to such regulations) is also deemed to be subject to
sanctions) a Person that is, described or designated in (i) the
most current "Specially Designated Nationals and Blocked Persons"
list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf), (ii) the most
current "Consolidated list of persons, groups and entities subject
to EU financial sanctions" (which as of the date hereof can be
found at:
http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm) or
(iii) the Foreign Sanctions Evaders List (which as of the date
hereof can be found at:
http://www.treasury.gov/ofac/downloads/fse/fselist.pdf); or (b)
that is otherwise the subject or target of any sanctions
administered or enforced by any sanctions authority (which means
(x) the Security Council of the United Nations; and (y) the
competent governmental institutions and agencies of the US, the
United Kingdom, the European Union or a member state of the
European Union including, without limitation, the Office of Foreign
Assets Control of the US Department of the Treasury, the United
States Department of State, the United States Department of
Commerce and Her Majesty's Treasury), other than solely by virtue
of its inclusion in: (i) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx)
(the "SSI List"), (ii) Annexes III, IV, V and VI of Council
Regulation No.833/2014, as amended by Council Regulation
No.960/2014 (the "EU Annexes"), or (iii) any other list maintained
by a sanctions authority, with similar effect to the SSI List or
the EU Annexes;
14. it has full power and authority to tender the Bonds it has
tendered in the Offer and, if such Bonds are accepted for purchase
by the Company, such Bonds will be transferred to, or to the order
of, the Company with full title guarantee and free from all liens,
charges, interests, rights of third parties and encumbrances and
any adverse claim, and subject to the benefit of all rights
attached to such Bonds, and it will, upon request, execute and
deliver any additional documents and/or do such other things deemed
by the Company to be necessary or desirable to complete the
transfer and, if relevant, the cancellation of such Bonds or to
evidence such power and authority;
15. the Company and the Dealer Manager will rely on the truth
and accuracy of the foregoing acknowledgements, agreements,
representations, warranties and undertakings and it shall indemnify
the Company and the Dealer Manager against all and any losses,
costs, claims, liabilities, expenses, charges, actions or demands
which any of them may incur or which may be made against any of
them as a result of any breach of any of the terms of, or any of
the agreements, representations, warranties and/or undertakings
given in connection with the Offer made (including any acceptance
thereof) by any such Bondholder;
16. none of the Company or the Dealer Manager has given it any
information with respect to the Offer save as expressly set out in
the Invitation to Tender nor has any of them made any
recommendation to it as to whether it is eligible to or should
tender Bonds for purchase in the Offer and it has made its own
decision with regard to whether to tender Bonds in the Offer based
on any legal, tax or financial advice it has deemed necessary to
seek; and
17. in respect of its Bonds which it tenders and which are
accepted for purchase pursuant to the Offer, it (i) releases, to
the fullest extent permitted by law, the Company and the Dealer
Manager and their respective financial and legal advisers (together
in each case with their respective directors, members, employees
and representatives) from any liabilities in relation to or arising
in connection with the preparation, negotiation or implementation
of the Offer or any part thereof; (ii) waives, to the fullest
extent permitted by law, all rights and entitlement it may
otherwise have or acquire to bring, participate in or enforce legal
proceedings of any nature against the Company, the Dealer Manager
and/or their respective financial and legal advisers (together in
each case with their respective directors, members, employees and
representatives) in connection with the Offer and/or its Bonds;
(iii) waives, to the fullest extent permitted by law, all its
rights, title and interest to and claims in respect of such Bonds;
and (iv) acknowledges that the Contracts (Rights of Third Parties)
Act 1999 applies to the foregoing acknowledgements, agreements,
representations, warranties and undertakings.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCITMTTMBTBBBP
(END) Dow Jones Newswires
April 12, 2018 08:23 ET (12:23 GMT)
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