TIDM75ST
RNS Number : 9273N
Mondelez International, Inc
31 October 2016
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. PERSONS
INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE
ISSUER, THE DEALER MANAGERS AND THE INFORMATION AGENT TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
October 31, 2016
Mondel z International, Inc. Announces Pricing
for its Cash Tender Offer for
7.25 per cent. Notes due July 2018 (ISIN: XS0377058614) and
certain of its other debt Securities (Listed in Table I
Below)
Mondel z International, Inc. (formerly known as Kraft Foods
Inc.) (the "Issuer") announces the pricing for its previously
announced offer to purchase (the "Tender Offer") debt securities
listed in Table I below (each, a "Security" and together, the
"Securities"), which includes the Issuer's 7.25 per cent. Notes due
July 2018 (ISIN: XS0377058614) (such notes originally issued by
Cadbury Schweppes Finance p.l.c. and substituted for Mondel z
International, Inc. on December 10, 2010 in accordance with the
Conditions). The Tender Offer is made upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated October
17, 2016 (as it may be amended or supplemented from time to time,
the "Offer to Purchase"), and, where applicable, in the related
Letter of Transmittal (as it may be amended or supplemented from
time to time, the "Letter of Transmittal" and, together with the
Offer to Purchase, the "Offer Documents"), each as amended by the
Issuer's announcement issued earlier today, which set forth a
description of the terms and conditions of the Tender Offer.
The consideration to be paid in the Tender Offer for each series
of Securities has been determined in the manner described in the
Offer to Purchase according to the "Reference Yield," which means
(i) with respect to each series of Securities denominated in U.S.
Dollars or Sterling, the yield of the applicable reference security
listed in Table I (the "Reference Security") for such series and
(ii) with respect to each series of Securities denominated in Euro,
the Interpolated Rate for such series.
The Issuer plans to accept all Securities tendered with
acceptance priority levels 1 through 13, Securities tendered with
acceptance priority level 14 on a prorated basis in accordance with
the Offer to Purchase, and none of the Securities tendered with
acceptance priority levels 15 through 17. Holders who validly
tendered and did not validly withdraw such Securities at or prior
to the Early Participation Date that are accepted for purchase will
receive the applicable "Total Consideration" listed in the table
below, which includes an early participation amount of $30.00 per
$1,000 principal amount of Dollar Securities, GBP30.00 per GBP1,000
principal amount of Sterling Securities and EUR30.00 per EUR1,000
principal amount of Euro Securities accepted for purchase (the
"Early Participation Amount"). In addition, holders whose
Securities are accepted for purchase pursuant to the Tender Offer
will also receive accrued and unpaid interest on their purchased
Securities from, and including, the most recent interest payment
date prior to, as applicable, the Early Payment Date or the Final
Payment Date (and, for the 4.500% Notes due 2035, from and
including their issuance date) up to, but not including, the
applicable Payment Date. See the Offer to Purchase for additional
information. The Early Payment Date is expected to be November 1,
2016.
As previously announced, the Early Participation Date for the
Tender Offer was 5:00 p.m., New York City time, on October 28,
2016. Withdrawal rights for the Tender Offer expired at 5:00 p.m.,
New York City time, on October 28, 2016, and have not been
extended. The Expiration Date of the Tender Offer is 11:59 p.m.,
New York City time, on November 14, 2016, unless extended or early
terminated by the Issuer. However, because more than the Maximum
Amount of Securities was tendered at or before the Early
Participation Date, the Issuer will not accept any further tenders
of Securities, unless the Issuer elects to amend the terms of the
Tender Offer.
Copies of the Offer Documents are available from the Information
Agent as set out below and will be made available on the Issuer's
website at www.mondelezinternational.com/investors. Capitalized
terms used in this announcement but not defined have the meanings
given to them in the Offer to Purchase.
Table I
Securities Subject to the Tender Offer
---------------------------------------
Principal Principal
Amount Amount
Tendered as Accepted as
Principal of the Early of the Early Reference Bloomberg
Amount Acceptance Participation Participation Security / Reference Fixed Tender
Title of Security Outstanding Priority Date Date Interpolated Page / Reference Spread Offer Total
Security Identifier(s) (millions) Level (millions) (millions) Rate Screen Yield (basis points) Yield Consideration(1)
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
7.25 per
cent. Notes 1.250% UK
due July ISIN: Treasury due
2018 XS0377058614 GBP102.875 1 GBP26.817 GBP26.817 07/22/2018 DMO2 0.255% 65 0.905% GBP1,107.53
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
0.875% U.S.
6.125% Notes CUSIP: Treasury due
due 2018 50075N AU8 $559.730 2 $81.656 $81.656 01/31/2018 PX4 0.746% 20 0.946% $1,064.19
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
1.000% U.S.
6.125% Notes CUSIP: Treasury due
due 2018 50075N AV6 $396.883 3 $74.281 $74.281 08/15/2018 PX4 0.854% 20 1.054% $1,090.71
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
2.500% U.S.
7.000% Notes CUSIP: Treasury due
due 2037 50075N AR5 $145.111 4 $5.480 $5.480 05/15/2046 PX1 2.593% 180 4.393% $1,352.77
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
2.500% U.S.
6.875% Notes CUSIP: Treasury due
due 2038 50075N AT1 $256.962 5 $1.575 $1.575 05/15/2046 PX1 2.593% 180 4.393% $1,340.50
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
2.500% U.S.
6.875% Notes CUSIP: Treasury due
due 2039 50075N AW4 $196.119 6 $0.926 $0.926 05/15/2046 PX1 2.593% 180 4.393% $1,349.92
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
2.500% U.S.
6 1/2 % Notes CUSIP: Treasury due
due 2031 50075N AC8 $378.038 7 $27.629 $27.629 05/15/2046 PX1 2.593% 110 3.693% $1,321.07
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
1.250% U.S.
5.375% Notes CUSIP: Treasury due
due 2020 50075N BA1 $692.234 8 $167.832 $167.832 01/31/2020 PX5 1.068% 30 1.368% $1,127.88
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
2.500% U.S.
6.500% Notes CUSIP: Treasury due
due 2040 50075N AZ7 $534.742 9 $33.201 $33.201 05/15/2046 PX1 2.593% 155 4.143% $1,349.76
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
1.500% U.S.
4.00% Notes CUSIP: Treasury due
due 2024 609207 AB1 $1,750.000 10 $1,054.418 $1,054.418 08/15/2026 PX1 1.831% 30 2.131% $1,120.94
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
4.500% UK
4.500% Notes ISIN: Treasury due
due 2035 XS1324085304 GBP400.000 11 GBP305.119 GBP305.119 09/07/2034 DMO2 1.710% 135 3.060% GBP1,203.89
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
3.250% UK
3.875% Notes ISIN: Treasury due
due 2045 XS1197275966 GBP450.000 12 GBP281.637 GBP281.637 01/22/2044 DMO2 1.878% 135 3.228% GBP1,118.25
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
January 2021
2.375% Notes ISIN: Interpolated
due 2021 XS1003251441 EUR1,250.000 13 EUR570.806 EUR570.806 Swap Rate ICAE1 -0.045% 10 0.055% EUR1,098.11
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
December
2034
2.375% Notes ISIN: Interpolated
due 2035 XS1197273755 EUR750.000 14 EUR362.782 EUR314.623 Swap Rate ICAE1 0.922% 100 1.922% EUR1,068.67
-------------- --------------- ------------- ----------- -------------- -------------- ------------- ---------- ---------- --------------- ------- -----------------
(1) The Total Consideration payable for each series of
Securities will be a price per $1,000, GBP1,000 or EUR1,000
principal amount of such series of Securities validly tendered on
or prior to the Early Participation Date and accepted for purchase
by the ISsuer is calculated using the applicable Fixed Spread and
includes the Early Participation Amount. In addition, holders whose
Securities are accepted will also receive Accrued Interest on such
Securities.
The Issuer reserves the right, in its sole discretion, not to
accept any Tender Instructions, not to purchase any Securities or
to extend, re-open, withdraw or terminate the Tender Offer and to
amend or waive any of the terms and conditions of the Tender Offer
in any manner, subject to applicable laws and regulations.
Unless stated otherwise, announcements in connection with the
Tender Offer will be made available on the Issuer's website at
www.mondelezinternational.com/investors. Such announcements may
also be made by (i) the issuance of a press release or
announcement, including to a Notifying News Service and (ii) the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Copies of all such announcements, press
releases and notices can also be obtained from the Information
Agent, the contact details for whom are set out below. Significant
delays may be experienced where notices are delivered to the
Clearing Systems and Holders are urged to contact the Information
Agent for the relevant announcements relating to the Tender
Offer.
Holders are advised to read carefully the Offer Documents for
full details of and information on the procedures for participating
in the Tender Offer.
Credit Suisse Securities (USA) LLC ("Credit Suisse"), Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("BofA Merrill
Lynch"), Mizuho Securities USA Inc. ("Mizuho"), Goldman, Sachs
& Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC
and MUFG Securities Americas Inc. are acting as joint lead dealer
managers (the "Joint Lead Dealer Managers") and BNP Paribas
Securities Corp., Deutsche Bank Securities Inc., SG Americas
Securities, LLC, Wells Fargo Securities, LLC, BBVA Securities Inc.,
Commerz Markets LLC, Credit Agricole Securities (USA) Inc.,
Santander Investment Securities Inc., TD Securities (USA) LLC and
The Williams Capital Group, L.P. are acting as co-dealer managers
(the "Co-Dealer Managers" and collectively with the Joint Lead
Dealer Managers, the "Dealer Managers") in connection with the
Tender Offer. Global Bondholder Services Corporation is acting as
information agent (the "Information Agent") and depositary (the
"Depositary") in connection with the Tender Offer.
Questions and requests for assistance in connection with the
Tender Offer may be directed to Credit Suisse, BofA Merrill Lynch,
Mizuho or the Information Agent.
BofA Merrill Lynch Credit Suisse Securities (USA) LLC Mizuho Securities USA Inc.
214 North Tryon Street, 14th Floor Eleven Madison Avenue 320 Park Avenue, 11(th) Floor
Charlotte, North Carolina 28255 New York, New York 10010 New York, New York 10022
Attn: Liability Management Group Attn: Liability Management Group Attn: Liability Management Group
Toll Free: (888) 292-0070 Toll Free: (800) 820-1653 Toll Free: (866) 271-7403
Collect: (980) 387-3907 Collect: (212) 538-2147 Collect: (212) 205-7736
London: +44 (0) 20 7996-5420 London: +44 (0) 20 7883-8763 London: +44 (0) 20-7090-6929
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Information
Agent.
Information Agent
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions
Email: contact@gbsc-usa.com
www.gbsc-usa.com/Mondelez
Banks and Brokers call: (212) 430-3774
Toll-free: (866) 924-2200
International call: 001-212-430-3774
DISCLAIMER This announcement must be read in conjunction with
the Offer Documents. This announcement and the Offer Documents
contain important information which should be read carefully before
any decision is made with respect to the Tender Offer. If you are
in any doubt as to the contents of this announcement or the Offer
Documents or the action you should take, you are recommended to
seek your own financial and legal advice, including as to any tax
consequences, immediately from your broker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Securities 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
participate in the Tender Offer. None of the Dealer Managers, the
Information Agent and the Issuer makes any recommendation as to
whether Holders should tender their Securities for purchase
pursuant to the Tender Offer.
None of the Dealer Managers, the Information Agent or any of
their respective directors, officers, employees, agents or
affiliates assumes any responsibility for the accuracy or
completeness of the information concerning the Issuer, the
Securities or the Tender Offer contained in this announcement or in
the Offer Documents. None of the Dealer Managers, the Information
Agent or any of their respective directors, officers, employees,
agents or affiliates is acting for any Holder, or will be
responsible to any Holder for providing any protections which would
be afforded to its clients or for providing advice in relation to
the Tender Offer, and accordingly none of the Dealer Managers, the
Information Agent or any of their respective directors, officers,
employees, agents or affiliates assumes any responsibility for any
failure by the Issuer to disclose information with regard to the
Issuer or Securities which is material in the context of the Tender
Offer and which is not otherwise publicly available.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes
an invitation to participate in the Tender Offer in any
jurisdiction in which, or to 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 Offer Documents in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement or the Offer Documents comes are required by each of
the Issuer, the Dealer Managers and the Information Agent to inform
themselves about and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer Documents and
any other documents or materials relating to the Tender Offer is
not being made by, and such documents and/or materials have not
been approved by, an authorized 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) of the Financial Promotion Order or any other persons
to whom it may otherwise lawfully be made under the Financial
Promotion Order.
European Economic Area (EEA)
In any EEA Member State (other than Luxembourg) that has
implemented Directive 2003/71/EC (together with any applicable
implementing measures in any Member State, the "Prospectus
Directive"), the communication of this announcement, the Offer
Documents and any other documents or materials relating to the
Tender Offer is only addressed to and is only directed at qualified
investors in that Member State within the meaning of the Prospectus
Directive.
The communication of this announcement, the Offer Documents and
any other documents or materials relating to the Tender Offer has
been prepared on the basis that the Tender Offer in any Member
State (other than Luxembourg) of the European Economic Area ("EEA")
which has implemented the Prospectus Directive (each, a "Relevant
Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State,
from the requirement to produce a prospectus.
Each person in a Relevant Member State who receives any
communication in respect of the Tender Offer contemplated in this
announcement, the Offer Documents and any other documents or
materials relating to the Tender Offer will be deemed to have
represented, warranted and agreed to or with the Dealer Managers
and the Issuer that it is a qualified investor within the meaning
of the law in that Relevant Member State implementing Article
2(1)(e) of the Prospectus Directive.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. None of this announcement, the Offer
Documents or any other documents or materials relating to the
Tender Offer has been or shall be distributed to the public in
France and only (i) qualified investors (investisseurs qualifiés)
acting for their own account, other than individuals, and/or (ii)
legal entities whose total assets exceed EUR5 million, or whose
annual turnover exceeds EUR5 million, or whose managed assets
exceed EUR5 million or whose average annual headcount exceeds 50,
acting for their own account all as defined in, and in accordance
with, Articles L.341-2, L.411-2, D.341-1 and D.411-1 of the French
Code monétaire et financier, are eligible to participate in the
Tender Offer. The Offer to Purchase has not been submitted to the
clearance procedures (visa) of the Autorité des marchés
financiers.
Belgium
The Tender Offer does not constitute a public offering within
the meaning of Articles 3, --1, 1deg and 6, --1, of the Belgian
Takeover Law. The Tender Offer is exclusively conducted under
applicable private placement exemptions and has therefore not been,
and will not be, notified to, and none of this announcement, the
Offer Documents or any other documents or materials relating to the
Tender Offer has been, or will be, approved by the Belgian
Financial Services and Markets Authority (Autorité des Services et
Marchés Financiers/Autoriteit voor Financiële Diensten en Markten).
Accordingly, the Tender Offer, this announcement, the Offer
Documents and any other documents or materials relating to the
Tender Offer and any memorandum, information circular, brochure or
any similar documents relating to the Tender Offer may not be
advertised, offered or distributed, directly or indirectly, to any
person located and/or resident in Belgium other than to persons who
qualify as "Qualified Investors" in the meaning of Article 10, --1,
of the Belgian Prospectus Law. The Offer to Purchase has been
issued only for the personal use of the above Qualified Investors
and exclusively for the purpose of the Tender Offer. Accordingly,
the information contained herein may not be used for any other
purpose or disclosed to any other person in Belgium.
Luxembourg
The terms and conditions relating to this announcement, the
Offer Documents and any other documents or materials relating to
the Tender Offer have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services
Authority (Commission de Surveillance du Secteur Financier) for
purposes of public offering in the Grand Duchy of Luxembourg
("Luxembourg"). Accordingly, the Tender Offer may not be made to
the public in Luxembourg, directly or indirectly, and none of this
announcement, the Offer Documents or any other documents or
materials relating to the Tender Offer or any other prospectus,
form of application, advertisement or other material may be
distributed, or otherwise made available in or from, or published
in, Luxembourg except in circumstances which do not constitute a
public offer of securities to the public, subject to prospectus
requirements, in accordance with the Luxembourg Act of July 10,
2005 on prospectuses for securities.
Italy
None of the Tender Offer, this announcement, the Offer Documents
or any other documents or materials relating to the Tender Offer
has been or will be submitted to the clearance procedure of the
CONSOB, pursuant to applicable Italian laws and regulations.
The Tender Offer is being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Financial
Services Act and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Securities that are a
resident of and/or located in Italy can tender the Securities for
purchase through authorized 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. 16190 of October 29, 2007, as amended, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations and with any
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 Securities or the Tender Offer.
Switzerland
None of this announcement, the Offer Documents, any other
documents or materials relating to the Tender Offer nor any other
offering or marketing material relating to the Securities
constitutes a prospectus as such term is understood pursuant to
Article 652a or Article 1156 of the Swiss Federal Code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor
protection rules otherwise applicable to investors in Switzerland
do not apply to the Tender Offer. When in doubt, investors based in
Switzerland are recommended to contact their legal, financial or
tax adviser with respect to the Tender Offer.
Spain
Neither the Tender Offer nor any other documents or materials
relating to the Tender Offer have been or will be submitted for
approval of or recognition by the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores) as the Tender
Offer is not subject to such approval or recognition given that it
is not being made in the Kingdom of Spain by way of a public
offering of securities in accordance with article 35 of the
Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de
octubre, por el que se aprueba el texto refundido de la Ley del
Mercado de Valores), as amended and restated, or pursuant to an
exemption from registration in accordance with Royal Decree
1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre,
por el que se desarrolla parcialmente la Ley 24/1988, de 28 de
julio, del Mercado de Valores, en materia de admisión a negociación
de valores en mercados secundarios oficiales, de ofertas públicas
de venta o suscripción y del folleto exigible a tales efectos), and
any regulations developing it which may be in force from time to
time.
The Netherlands
The Tender Offer is not being made, directly or indirectly, to
the public in the Netherlands. Neither the Offer to Purchase nor
any other document or material relating to the Tender Offer has
been or shall be distributed to the public in the Netherlands and
only (i) legal entities which are qualified investors (as defined
in the Prospectus Directive and which includes authorized
discretionary asset managers acting for the account of retail
investors under a discretionary investment management contract) in
the Netherlands, (ii) standard logo and exemption wording is
disclosed, as required by article 5:20(5) of the Dutch Financial
Supervision Act (Wet op hetfinancieel toezicht), or such offer is
otherwise made in circumstances in which article 5:20(5) of the FSA
is not applicable are eligible to participate in the Tender
Offer.
Germany
None of the Tender Offer nor the Offer to Purchase constitutes
an offer of securities or the solicitation of an offer of
securities to the public in Germany under the Securities Prospectus
Act (Wertpapierprospektgesetz). Accordingly, the Offer to Purchase
has not been submitted for approval and has not been approved by
the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht - BaFin) or any other German
public authority.
General
None of this announcement, the Offer Documents nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Securities (and tenders of
Securities for purchase pursuant to the Tender Offer will not be
accepted from Holders) in any circumstances in which such offer or
solicitation is unlawful. The Issuer is not aware of any
jurisdiction where the making of the Tender Offer is not in
compliance with the laws of such jurisdiction. If the Issuer
becomes aware of any jurisdiction where the making of the Tender
Offer would not be in compliance with such laws, the Issuer will
make a good faith effort to comply with any such laws or may seek
to have such laws declared inapplicable to the Tender Offer. If,
after such good faith effort, the Issuer cannot comply with any
such applicable laws, the Tender Offer will not be made to the
holders of Securities residing in each such jurisdiction.
In any jurisdictions where the securities, blue sky or other
laws require the Tender Offer to be made by a licensed broker or
dealer and any of the Dealer Managers or any of its or, where the
context so requires, their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Tender Offer shall
be deemed to be made on behalf of the Issuer by such Dealer
Managers or such affiliate (as the case may be) in such
jurisdiction.
Each Holder participating in the Tender Offer will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in the Offer to Purchase
under the heading "The Tender Offer-Procedures for Tendering
Securities." If you are unable to make these representations, your
tender of Securities for purchase may be rejected. Each of the
Issuer, the Dealer Managers and the Information Agent reserves the
right, in their absolute discretion, to investigate, in relation to
any tender of Securities for purchase pursuant to the Tender Offer,
whether any such representation given by a Holder 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 tender or submission may be rejected.
Forward-Looking Statements
This announcement contains a number of forward-looking
statements. Words, and variations of words, such as "will, "
"expect," "may," "plan" and similar expressions are intended to
identify the Issuer's forward-looking statements, including, but
not limited to, statements about the expected timing, size or other
terms of the Tender Offer, acceptance of Securities for payment
pursuant to the Tender Offer and the Issuer's ability to complete
the Tender Offer. These forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Issuer's control, which could cause the Issuer's actual results to
differ materially from those indicated in the Issuer's
forward-looking statements. Please see the Issuer's risk factors,
as they may be amended from time to time, set forth in its filings
with the SEC, including the Issuer's most recently filed Annual
Report on Form 10-K. Mondel z International disclaims and does not
undertake any obligation to update or revise any forward-looking
statement in this announcement, except as required by applicable
law or regulation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENKFLFXQBFXFBK
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