TIDM10AI
RNS Number : 7357E
Principality Building Society
03 July 2023
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (the EUWA).
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 (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).
PRINCIPALITY BUILDING SOCIETY LAUNCHES CASH TER OFFER
3 July 2023. Principality Building Society (the Offeror)
announces today that it is inviting holders of its outstanding
GBP300,000,000 2.375 per cent. Notes due 23 November 2023 (ISIN:
XS1722899165) (the Notes) to tender their Notes for purchase by the
Offeror for cash subject to the satisfaction (or waiver) of the New
Issue Condition (as defined below) and the other conditions
described in the Tender Offer Memorandum (as defined below) (such
invitation, the Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 3 July
2023 (the Tender Offer Memorandum) prepared by the Offeror in
connection with the Offer, and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meanings given to them in the
Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum - including the section "Risk Factors and other
Considerations" - for full details of, and information on the
procedures for participating in, the Offer.
Summary
A summary of certain key terms relevant to the Offer appears
below:
Description of the Outstanding Nominal Maximum Acceptance
Notes ISIN / Common Code Amount Purchase Price Amount
----------------------- ------------------------ ------------------------ ---------------- -----------------------
GBP300,000,000 2.375 XS1722899165 / GBP300,000,000 98.80 per cent. Subject as set out
per cent. Notes due 23 172289916 herein, an aggregate
November 2023 nominal amount
expected to be equal
to the aggregate
nominal amount of the
New Notes (as defined
herein) and to be
announced as soon as
reasonably
practicable after the
pricing of the New
Notes
----------------------- ------------------------ ------------------------ ---------------- -----------------------
Rationale
Alongside the Offer, the Offeror is announcing its intention to
issue a new series of sterling-denominated fixed rate senior
non-preferred notes (the New Notes), subject to market conditions.
The issue of the New Notes and the Offer are intended to optimise
the capital structure and debt profile of the Offeror.
Notes purchased by the Offeror pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Notes which are not purchased by the Offeror pursuant to the Offer
will remain outstanding.
Purchase Price and Accrued Interest Payments
The Offeror will, on the Settlement Date, pay for Notes validly
tendered and accepted by it for purchase pursuant to the Offer a
cash purchase price equal to 98.80 per cent. of the nominal amount
of the relevant Notes (the Purchase Price).
The Offeror will also pay an Accrued Interest Payment in respect
of Notes validly tendered and accepted for purchase by it pursuant
to the Offer.
Maximum Acceptance Amount and Scaling
If the Offeror decides to accept any Notes for purchase pursuant
to the Offer, it proposes that the aggregate nominal amount of
Notes it will accept for purchase pursuant to the Offer will be no
greater than an amount to be determined by the Offeror, in its sole
discretion, which is expected to equal the aggregate nominal amount
of the New Notes to be issued (the Maximum Acceptance Amount), and
which the Offeror will announce as soon as is reasonably
practicable following pricing of the New Notes, although the
Offeror reserves the right, in its sole discretion, to accept
significantly less or more than such amount, or to accept none of
such Notes, for purchase pursuant to the Offer (the final aggregate
nominal amount of Notes accepted for purchase pursuant to the Offer
being the Final Acceptance Amount).
If the Offeror accepts any Notes for purchase pursuant to the
Offer and the aggregate nominal amount of the Notes validly
tendered for purchase is greater than the Final Acceptance Amount,
the Offeror intends to accept such Notes for purchase on a pro rata
basis such that the aggregate nominal amount of Notes accepted for
purchase pursuant to the Offer is no greater than the Final
Acceptance Amount, as further described in the Tender Offer
Memorandum.
New Issue Condition
The Offeror announced on 3 July 2023 its intention to issue the
New Notes, subject to market conditions.
The Offeror's purchase of any Notes validly tendered in the
Offer is subject, without limitation, to the successful completion
(in the sole determination of the Offeror) of the issue of the New
Notes (the New Issue Condition).
Even if the New Issue Condition is satisfied, the Offeror is
under no obligation to accept for purchase any Notes tendered
pursuant to the Offer. The acceptance for purchase by the Offeror
of Notes validly tendered pursuant to the Offer is at the sole
discretion of the Offeror, and tenders may be rejected by the
Offeror for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the Prospectus
dated 26 April 2023 prepared by the Offeror in connection with its
GBP1,000,000,000 (excluding Deposit Notes) Euro Medium Term Note
Programme (including any amendment or supplement thereto, the
Prospectus) and the final terms document to be prepared by the
Offeror in connection with the issue and listing of the New Notes
(the Final Terms), and no reliance is to be placed on any
representations other than those contained in the Prospectus and
the Final Terms.
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
Noteholder and the selling restrictions set out in the Prospectus).
It is the sole responsibility of each Noteholder to satisfy itself
that it is eligible to purchase the New Notes.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (the Securities Act). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons.
Compliance information for the New Notes: UK MiFIR
professionals/ECPs-only/No UK/EU PRIIPS KID - eligible
counterparties and professional clients only (all distribution
channels). No sales to UK or EEA retail investors; no key
information document in respect of the UK or EEA has been or will
be prepared.
See the Prospectus for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
When considering allocation of the New Notes, the Offeror may
give preference to those Noteholders who, prior to such allocation,
have validly tendered or have given a firm intention to the Offeror
or any of the Joint Dealer Managers that they intend to tender
their Notes for purchase pursuant to the Offer. Therefore, a
Noteholder who wishes to subscribe for New Notes in addition to
tendering its existing Notes for purchase pursuant to the Offer may
be eligible to receive, at the sole and absolute discretion of the
Offeror, priority in the allocation of the New Notes, subject to
the issue of the New Notes and such Noteholder making a separate
application for the purchase of such New Notes to any of the Joint
Dealer Managers (in their capacity as joint lead managers of the
issue of the New Notes) in accordance with the standard new issue
procedures of the relevant Joint Dealer Manager. Any such
preference will, subject to the sole and absolute discretion of the
Offeror, be applicable up to the aggregate nominal amount of Notes
tendered or firmly intended to be tendered by such Noteholder
pursuant to the Offer. However, the Offeror is not obliged to
allocate any New Notes to a Noteholder who has validly tendered or
indicated a firm intention to tender its Notes for purchase
pursuant to the Offer and, if New Notes are so allocated, the
nominal amount thereof may be less or more than the nominal amount
of Notes tendered by such Noteholder and accepted for purchase by
the Offeror pursuant to the Offer. Any such allocation will also,
among other factors, take into account the minimum denomination of
the New Notes (which will be GBP100,000).
All allocations of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary
new issue allocation processes and procedures. In the event that a
Noteholder validly tenders Notes pursuant to the Offer, such Notes
will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether
that Noteholder receives all, part or none of any allocation of New
Notes for which it has applied.
It is the sole responsibility of each Noteholder to satisfy
itself that it is eligible to purchase the New Notes before
registering its interest with, and making an application to, a
Joint Dealer Manager (in their capacity as the joint lead managers
of the issue of the New Notes) for the purchase of any New Notes.
Any failure by a Noteholder to make an application for the purchase
of the New Notes in accordance with the standard new issue
procedures of the relevant joint lead manager of the issue of the
New Notes (including as a result of such Noteholder being
ineligible to be offered or to be sold the New Notes in accordance
with any applicable securities laws and regulations) will result in
no priority being given to such Noteholder.
Existing Noteholders should note that the pricing and allocation
of the New Notes are expected to take place prior to the Expiration
Deadline for the Offer, and any Noteholder who wishes to subscribe
for New Notes in addition to tendering their Notes for purchase
pursuant to the Offer should therefore provide, as soon as
practicable, to the Offeror or any of the Joint Dealer Managers, an
indication of its firm intention to tender their Notes for purchase
and the nominal amount of the Notes that it intends to tender
pursuant to the Offer in order for this to be taken into account as
part of the New Notes allocation process.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Noteholders must validly tender their Notes for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 10 July 2023 (the Expiration Deadline),
unless extended, re-opened, amended and/or terminated as provided
in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by
the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such intermediary and each Clearing System for
the submission and revocation of Tender Instructions will be
earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than GBP100,000, being the
minimum denomination of the Notes, and may be submitted in integral
multiples of GBP1,000 thereafter. A separate Tender Instruction
must be completed on behalf of each beneficial owner.
Noteholders are referred to the offer and distribution
restrictions in "Offer and Distribution Restrictions" in the Tender
Offer Memorandum and the agreements, acknowledgements,
representations, warranties and undertakings in "Procedures for
Participating in the Offer" in the Tender Offer Memorandum, which
Noteholders will be deemed to make on submission of a Tender
Instruction.
Indicative timetable
The anticipated transaction timetable is summarised below:
Events Times and Dates
---------------------------------------------------------- ----------------------------------------------------------
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from 3 July 2023
the Tender Agent, including via the
Offer Website (subject, in each case, to offer and
distribution restrictions).
Announcement of the Maximum Acceptance Amount
Announcement of the Maximum Acceptance Amount for the As soon as reasonably practicable following pricing of
Offer. the New Notes
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. (London time) on 10 July 2023
by the Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Results
Announcement of whether (subject to satisfaction (or As soon as reasonably practicable on 11 July 2023
waiver) of the New Issue Condition on
or prior to the Settlement Date) the Offeror will accept
valid tenders of Notes pursuant to
the Offer and, if so accepted, the aggregate nominal
amount of Notes accepted for purchase
pursuant to the Offer and any Scaling Factor (if
applicable).
Settlement Date
Subject to satisfaction (or waiver) of the New Issue 13 July 2023
Condition, expected settlement date for
the Offer.
---------------------------------------------------------- ----------------------------------------------------------
This is an indicative timetable and may be subject to change.
The above times and dates are also subject to the right of the
Offeror to extend, re-open, amend, waive any condition of and/or
terminate the Offer (subject to applicable law and as provided in
the Tender Offer Memorandum). Noteholders are advised to check with
any bank, securities broker or other intermediary through which
they hold Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offer by the deadlines set out above. The deadlines set by
any such intermediary and each Clearing System for the submission
of Tender Instructions will be earlier than the relevant deadlines
described above.
Announcements
All announcements will be made by the Offeror by (i) publication
through the Regulatory News Service (RNS) of the London Stock
Exchange plc and (ii) the delivery of notices to the Clearing
Systems for communication to Direct Participants. Announcements may
also be made on the relevant Reuters Insider Screen and/or by the
issue of a press release to a Notifying News Service and/or by any
other means. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent,
the contact details for which are set out below and on the last
page of the Tender Offer Memorandum. Noteholders are urged to
contact the Tender Agent for the relevant announcements during the
course of the Offer.
Documentation relating to the Offer and any amendments or
supplements thereto will also be available via the Offer Website,
subject to offer and distribution restrictions.
In addition, holders of Notes may contact the Joint Dealer
Managers for information using the contact details set out
below.
For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be
obtained from the Tender Agent referred to below.
Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention:
Liability Management Group; Email: eu.lm@barclays.com ), BNP
Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability
Management Group; Email: liability.management@bnpparibas.com ) and
Lloyds Bank Corporate Markets plc (Telephone: +44 (0) 207 158 1726
/ 3939; Attention: Liability Management Group; Email:
LBCMLiabilityManagement@lloydsbanking.com ) are acting as Joint
Dealer Managers for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Jacek Kusion; Email: principality@is.kroll.com ; Offer
Website: https://deals.is.kroll.com/principality ) is acting as
Tender Agent for the Offer.
---
MARKET ABUSE REGULATION: This announcement is released by
Principality Building Society and contains information that
qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms party of United Kingdom domestic law by virtue of the
EUWA (UK MAR), encompassing information relating to the Offer
described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Iain Mansfield,
Chief Financial Officer of Principality Building Society.
Legal Entity Identifier (LEI) of Principality Building Society:
2138003CSNVJEPFZ3U52
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, 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, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company, nominee or other
intermediary must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of the Offeror, the Joint Dealer
Managers or the Tender Agent nor any of their respective affiliates
or controlling persons nor any director, officer, employee, agent
or representative of any of the foregoing makes any recommendation
as to whether Noteholders should tender Notes pursuant to the
Offer. None of the Offeror, the Joint Dealer Managers or the Tender
Agent (nor their respective affiliates or controlling persons nor
any director, officer, employee, agent or representative of any of
the foregoing) is providing Noteholders with any legal, business,
tax or other advice in this announcement. Noteholders should
consult with their own advisers as needed to assist them in making
an investment decision and to advise them whether they are legally
permitted to tender Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
General : Neither this announcement nor the Tender Offer
Memorandum constitutes an offer or 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 invitation or for there
to be such participation under applicable securities laws. The
distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum come(s) are required by each of the Offeror, the
Joint Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions. Nothing in this
announcement or the Tender Offer Memorandum constitutes (i) an
offer to buy or a solicitation of an offer to sell the Notes (and
tenders of Notes in the Offer will not be accepted from any
Noteholders) in any circumstances in which such offer or
solicitation is unlawful or (ii) an offer to sell or a solicitation
of an offer to buy the New Notes. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and any of the Joint Dealer Managers or
any of the Joint Dealer Managers' respective affiliates is such a
licensed broker or dealer in such jurisdiction, the Offer shall be
deemed to be made by such Joint Dealer Manager or such affiliate,
as the case may be, on behalf of the Offeror in such
jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
GBP100,000.
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 any U.S. person (as defined in
Regulation S of the United States Securities Act of 1933, as
amended (each a U.S. Person)). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of this announcement and the Tender Offer Memorandum 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, to any person located or resident in the United
States or to any U.S. Person, and the Notes cannot be tendered in
the Offer by any such use, means, instrumentality or facility or
from within the United States or by any person located or resident
in the United States or by, or by any person acting for the account
or benefit of, a U.S. Person. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by any person located in the United States or any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or by
or on behalf of any U.S. Person or by use of such mails or any such
means, instrumentality or facility will be invalid and will not be
accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
Persons. Notes may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold or delivered, directly
or indirectly, within the United States or to, or for the account
or benefit of, U.S. Persons.
Each Noteholder participating in the Offer will represent that
it is not a U.S. Person and is not located in the United States and
is not participating in the Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offer from the United States and who is not a U.S. Person. For the
purposes of this and the above two paragraphs, 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.
Italy : None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been or will be submitted to the clearance procedures 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 (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. Accordingly, Noteholders or beneficial owners
of the Notes that are located in Italy can tender Notes for
purchase 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 Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, 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 Notes and/or the Offer.
The New Notes will not be offered, sold or otherwise made
available to any investor in Italy.
United Kingdom : This announcement and the Tender Offer
Memorandum have been issued by Principality Building Society of
Principality House, The Friary, Cardiff CF10 3FA, United Kingdom
which is authorised by the Prudential Regulation Authority (the
PRA) of 20 Moorgate, London EC2R 6DA, United Kingdom and regulated
by the Financial Conduct Authority (the FCA) of 12 Endeavour
Square, London E20 1JN, United Kingdom and the PRA. This
announcement and the Tender Offer Memorandum are only addressed to
Noteholders where they would (if they were clients of the Offeror)
be per se professional clients or per se eligible counterparties of
the Offeror within the meaning of the FCA rules. This announcement
and the Tender Offer Memorandum are not addressed to or directed at
any persons who would be retail clients within the meaning of the
FCA rules and any such persons should not act or rely on them.
Recipients of this announcement and the Tender Offer Memorandum
should note that the Offeror is acting on its own account in
relation to the Offer and will not be responsible to any other
person for providing the protections which would be afforded to
clients of the Offeror or for providing advice in relation to the
Offer.
In addition, this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer 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 (as amended, the Financial Promotion Order)) or within Article
43 of the Financial Promotion Order, or to any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
Belgium : The Offer is not being made, and will not be made or
advertised, directly or indirectly, to any individual in Belgium
qualifying as a consumer within the meaning of Article I.1 of the
Belgian Code of Economic Law, as amended from time to time (a
Belgian Consumer) and none of this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been distributed, nor will they be distributed, directly
or indirectly, in Belgium to Belgian Consumers.
France : This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offer have only been and
shall only be distributed in France to qualified investors as
defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this
announcement nor the Tender Offer Memorandum has been submitted,
nor will they be submitted for clearance to or approved by the
Autorité des Marchés Financiers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENNKNBDCBKKBOK
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July 03, 2023 05:14 ET (09:14 GMT)
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