Important notice:
No action has been taken
by GPE, the
Mandated Joint Bookrunners, the Passive Joint Bookrunners
(together, the "Bookrunners") or any of their respective
affiliates that would permit an offering of the Bonds (the "offering") in any jurisdiction where
action for that purpose is required. This announcement is for
information purposes only and is not intended to constitute, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to purchase, subscribe for or otherwise
acquire, the Bonds in the United States, Canada, South Africa and
Japan, or in any other jurisdiction where such offer or sale would
be unlawful. Persons into whose possession this announcement comes are required
by GPE and
the Bookrunners to inform themselves about, and to observe, any such
restrictions.
In connection with the offering of
the Bonds, a
prospectus for the purposes of the Prospectus Regulation (as defined below) is
not required to be published pursuant to the Prospectus Regulation.
This announcement is not for distribution,
directly or indirectly in or into the United States. The Bonds described in this
announcement have not been and will not be registered in
the United States under the U.S. Securities Act of 1933, as amended (the
"Securities Act"),
and may not be offered or sold in the United States, absent registration or
exemption from registration under the Securities Act. There will be no public offer of
the Bonds in
the United States or in any other jurisdiction. The Bonds are being offered and sold
outside the United States in reliance on Regulation S (as defined in the Securities
Act). This announcement is not an offer to sell Bonds or the solicitation of any offer
to buy Bonds,
nor shall there be any offer of Bonds in any jurisdiction in which
such offer or sale would be unlawful.
This announcement and the offering when made are
only addressed to, and directed in, the United Kingdom (the "UK") and member states of
the European Economic Area (the "EEA") at persons who are "qualified investors" within the meaning
of the Prospectus Regulation ("qualified
investors"). Each person in a member state or
in the UK who
initially acquires any Bonds or to whom any offer
of Bonds may
be made and, to the extent applicable, any funds on behalf of which
such person is acquiring the Bonds that are located in a
member state of the EEA or in the UK will be deemed to have
represented, acknowledged and agreed that it is a qualified
investor. For
these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129
and Regulation
(EU) 2017/1129 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the
"EUWA").
Solely for the purposes of the
product governance requirements contained within:
(a) EU
Directive 2014/65/EU on Markets in Financial Instruments, as amended
("MiFID II");
(b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures in the EEA; (d) Regulation
(EU) No
600/2014 as it forms part of UK domestic law by virtue of
the EUWA ("UK MiFIR");
and (e) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the
"Product Governance Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the
purposes of the Product Governance Requirements) may otherwise have with respect thereto,
the Bonds have been subject to a product approval process, which has
determined that: (i) the target market for the Bonds is (a) in
the EEA,
eligible counterparties and professional clients only, each as
defined in MiFID II and (b) in the UK, eligible counterparties (as
defined in the FCA Handbook Conduct of Business Sourcebook) and professional clients (as defined
in UK MiFIR); and (ii) all channels for distribution of
the Bonds to
eligible counterparties and professional clients are appropriate.
any person subsequently offering, selling or recommending
the Bonds (a
"distributor")
should take into consideration the manufacturer's target market
assessment; however, a distributor subject to MiFID II or the FCA Handbook Product
Intervention and Product Governance Sourcebook is responsible for undertaking
its own target market assessment in respect of
the Bonds (by
either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution
channels.
The Bonds are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in
the EEA or the
UK. For these purposes, a "retail
investor" means (a) in
the EEA, a
person who is one (or more) of: (i) a retail client as defined in
point (11) of article 4(1) of MiFID II; or (ii) a customer
within the meaning of Directive (EU) 2016/97, where
that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II and (b) in
the UK, a
person who is one (or more) of (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of UK domestic law by virtue of the EUWA or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations
made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8)
of Article
2(1) of Regulation (EU) no 600/2014 as it forms part
of UK domestic law by virtue of the EUWA.
Consequently, no key information
document required by Regulation (EU) no 1286/2014, as
amended (the "PRIIPs
Regulation") or the PRIIPs
Regulation as
it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling
the Bonds or
otherwise making them available to retail investors in
the EEA or the
UK has been
prepared and therefore offering or selling the Bonds or otherwise making them
available to any retail investor in the EEA or the UK may be unlawful under
the PRIIPs
Regulation and/or the UK PRIIPs
Regulation.
In addition, in the
UK this announcement is being distributed only to, and is directed only at,
qualified investors (i) who have professional experience in matters
relating to investments falling within article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") and
qualified investors falling within article 49(2)(a) to (e) of
the Order, and
(ii) to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "relevant
persons"). This announcement must not be acted on or relied on (i) in
the UK, by
persons who are not relevant persons, and (ii) in any member
state of the EEA, by
persons who are not qualified investors. any investment or
investment activity to which this announcement relates is available only to (a)
relevant persons in the UK and will be engaged in only with
relevant persons in the UK and (b) qualified investors in
member states of the EEA.
An investment in
the Bonds includes a significant degree of risk. Any decision to purchase any of
the Bonds should only be made on the basis of the information
included in the
Admission Particulars to be published by GPE in due course in connection with
the listing of the Bonds on the London Stock Exchange's
International Securities Market (the "Admission Particulars"). Copies of the
Admission Particulars will, following publication, be available on
the website of GPE. Neither the Bookrunners nor any of their
respective affiliates accept any liability arising from the use of, or
make any representation as to the accuracy or completeness
of, the
Admission Particulars.
Each of GPE, the
Bookrunners and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any statement
contained in this announcement whether as a result of new information, future
developments or otherwise.
A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating
organisation. Similar ratings for different types of issuers and on
different types of securities do not necessarily mean the same
thing. The significance of each rating should be analysed
independently from any other rating.