France. The Tender Offer is not being made, directly or indirectly, tothe public in the Republic of France. Neitherthis announcement, theOffer to Purchase nor any other document or material relating to theTender Offer has been or shall be distributed to the public in Franceand only qualified investors (investisseurs qualifies), other thanindividuals, acting for their own account, all as defined in, and inaccordance with, Articles L.411-2 and D.411-1 to D.411-3 of the FrenchCode monetaire et financier, are eligible to participate in the TenderOffer. This announcement and the Offer to Purchase have not been andwill not be submitted for clearance to nor approved by the Autorite desMarches Financiers.
Italy. None of the Tender Offer, this announcement, the Offer toPurchase or any other document or materials relating to the TenderOffer have been or will be submitted to the clearance procedures of theCommissione Nazionale per le Societa e la Borsa ("CONSOB") pursuant toItalian laws and regulations. The Tender Offer is being carried out inItaly as an exempted offer pursuant to article 101-bis, paragraph 3-bisof the Legislative Decree No. 58 of 24 February 1998, as amended (the"Financial Services Act") and article 35-bis, paragraph 4 and article35-bis, paragraph 7 of CONSOB Regulation No. 11971 of 14 May 1999, asamended. Holders or beneficial owners of the Notes that are resident orlocated in Italy may tender Notes for purchase through authorizedpersons (such as investment firms, banks or financial intermediariespermitted to conduct such activities in Italy in accordance with theFinancial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,as amended, and Legislative Decree No. 385 of 1 September 1993, asamended) and in compliance with any other applicable laws andregulations or with any requirements imposed by CONSOB or any otherItalian authority.
Switzerland. Neither this announcement, the Offer to Purchase nor anyother offering or marketing material relating to the Notes constitutesa prospectus as such term is understood pursuant to article 652a orarticle 1156 of the Swiss Federal Code of Obligations or a listingprospectus within the meaning of the listing rules of the SIX SwissExchange. Accordingly, the investor protection rules otherwiseapplicable to investors in Switzerland do not apply to the Offers. Whenin doubt, investors based in Switzerland are recommended to contacttheir legal, financial or tax adviser with respect to the Tender Offer.
United Kingdom. This announcement, the Offer to Purchase and any otherdocuments or materials relating to the Tender Offer have not beenapproved by an authorized person for the purposes of Section 21 of theFinancial Services and Markets Act 2000. Accordingly, such documentsand/or materials are not being distributed to, and must not be passedon to, the general public in the United Kingdom. The communication ofsuch documents and/or materials is only being distributed to and isonly directed at persons who are outside the United Kingdom, orinvestment professionals (as defined in Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005 (the"Order") or within Article 43(2) of the Order, or high net worthcompanies, and other persons to whom it may awfully be communicated,falling within Article 49(2)(a) to (d) of the Order, or to otherpersons to whom it may lawfully be communicated in accordance with theOrder (all such persons together being referred to as "relevantpersons"). The Tender Offer is only available to, and the Tender Offerwill be engaged in only with, relevant persons. Any person who is not arelevant person should not act or rely on this document or any of itscontents.
United States. The delivery of this announcement or the Offer toPurchase will not under any circumstances create any implication thatthe information contained herein or incorporated by reference herein iscorrect as of any time subsequent to the date hereof or, ifincorporated by reference, the date such information was made publiclyavailable or that there has been no change in the information set forthherein or incorporated by reference herein or in the affairs of theIssuer or any of the Issuer's affiliates since the date hereof or, ifincorporated by reference, the date such information was made publiclyavailable.
The New Notes will be offered in a private placement only to qualifiedinstitutional buyers pursuant to Rule 144A under U.S. Securities Act of1933, as amended (the "Securities Act") and non-U.S. persons pursuantto Regulation S of the Securities Act, subject to prevailing market andother conditions. There is no assurance that the offering will becompleted or, if completed, as to the terms on which it is completed.The New Notes to be offered have not been registered under theSecurities Act or the securities laws of any other jurisdiction and maynot be offered or sold in the United States absent registration orunless pursuant to an applicable exemption from the registrationrequirements of the Securities Act and any other applicable securitieslaws.
This information is provided by RNS The company news service from the London Stock Exchange