Aroundtown SA (IRSH) 
Aroundtown SA announces offer to the holders of its EUR600,000,000 
(EUR259,500,000 outstanding) 1.5% Notes due 2022 and EUR550,000,000 2.125% 
Notes due 2023 (EUR211,400,000 outstanding) to tender such Notes for purchase 
for cash 
 
14-Jan-2020 / 09:48 CET/CEST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
*NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE 
UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA 
(THE 'UNITED STATES') OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN 
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS 
DOCUMENT.* 
 
*14 January 2020* 
 
*Aroundtown SA announces offer to the holders of its EUR600,000,000 
(EUR259,500,000 outstanding) 1.5% Notes due 2022 and EUR550,000,000 2.125% 
Notes due 2023 (EUR211,400,000 outstanding) to tender such Notes for purchase 
for cash.* 
 
The Board of Directors of Aroundtown SA (the '*Company*') has decided today 
to offer to the holders of its (i) EUR600,000,000 1.5% Notes due 2022 with a 
principal amount outstanding of EUR259,500,000 (the '*2022 Notes*') to tender 
the 2022 Notes for purchase by the Company for cash (the '*2022 Offer*') and 
(ii) EUR550,000,000 2.125% Notes due 2023 with a principal amount outstanding 
of EUR211,400,000 (the '*2023 Notes*' and, together with the 2022 Notes, the 
'*Notes*') to tender the 2023 Notes for purchase by the Company for cash (the 
'*2023 Offer*' and, together with the 2022 Offer, the '*Offers*'). 
 
The Offers shall be subject to the terms and conditions set out in the tender 
offer memorandum dated 14 January 2020 (the '*Tender Offer Memorandum*') 
prepared by the Company. 
 
Capitalised terms used in this announcement but not defined have the meanings 
given to them in the Tender Offer Memorandum. 
 
*Material pricing terms* 
 
                                                        *2022 
                                                        Maxim  *2022  *Amount 
                                                         um    Clear  subject 
*Description                *Outstanding                Offer   ing   to the 
  of the *      *ISIN /      Principal                  Sprea  Sprea   2022 
*2022 Notes*  Common Code*    Amount*     *Bench-mark*   d*     d*    Offer* 
    EUR       XS1403685636      EUR           2022       33    To be  Any and 
600,000,000   / 140368563   259,500,000   Inter-polate   bps   deter  all at 
  1.5 per                                  d Mid-Swap          mined    the 
cent. notes                                   Rate               .     2022 
  due 2022                                                            Maximum 
                                                                       Offer 
                                                                      Spread; 
                                                                        as 
                                                                      further 
                                                                      describ 
                                                                       ed in 
                                                                        the 
                                                                      Tender 
                                                                       Offer 
                                                                      Memoran 
                                                                        dum 
                                                        *2023 
                                                        Maxim  *2023  *Amount 
                                                         um    Clear  subject 
*Description                *Outstanding                Offer   ing   to the 
   of the       *ISIN /      Principal                  Sprea  Sprea   2023 
2023 Notes*   Common Code*    Amount*     *Bench-mark*   d*     d*    Offer* 
    EUR       XS1532877757      EUR           2023       38    To be  Any and 
550,000,000   / 153287775   211,400,000   Inter-polate   bps   deter  all at 
 2.125 per                                 d Mid-Swap          mined    the 
cent. notes                                   Rate               .     2023 
  due 2023                                                            Maximum 
                                                                       Offer 
                                                                      Spread; 
                                                                        as 
                                                                      further 
                                                                      describ 
                                                                       ed in 
                                                                        the 
                                                                      Tender 
                                                                       Offer 
                                                                      Memoran 
                                                                        dum 
 
*After the Settlement Date, the Company will have the option to redeem all of 
the then outstanding 2022 Notes or 2023 Notes at their principal amount, 
together with accrued but unpaid interest, if any, to (but excluding) the 
relevant redemption date, if after the Settlement Date purchases (and 
corresponding cancellations) and/or redemptions should have been effected in 
respect of 80 per cent or more in aggregate principal amount of the 2022 
Notes or the 2023 Notes, as applicable.* 
 
*As of the date hereof, an aggregate principal amount of EUR259,500,000 of 
the 2022 Notes is outstanding, with 56.08% of the aggregate principal amount 
of the 2022 Notes originally issued having been cancelled. As of the date 
hereof, an aggregate principal amount of EUR211,400,000 of the 2023 Notes is 
outstanding, with 61.56% of the aggregate principal amount of the 2023 Notes 
originally issued having been cancelled.* 
 
*Rationale for the Offers* 
 
The offer is following the Company's liability management strategy, both 
reducing the cost of debt and extending the average debt maturity period. 
Furthermore, following the Company's long term strategic goal to achieve an 
'A' global rating, the Company would like to have the option to redeem 
shorter and more expensive debt. 
 
*2022 Offer and Modified Dutch Auction Procedure* 
 
Subject to the Minimum Denomination (as defined in the Tender Offer 
Memorandum), the 2022 Purchase Price will be determined pursuant to a 
modified Dutch auction procedure, as described in the Tender Offer 
Memorandum. Under the modified Dutch auction procedure, the Company will 
announce as soon as reasonably practicable after the Pricing Time on the 
Pricing Date (a) the 2022 Final Acceptance Amount and (b) the price it will 
pay for such 2022 Notes (the '*2022 Purchase Price*'), taking into account 
the principal amount of 2022 Notes so tendered and the 2022 Offer Spreads 
specified (or deemed to be specified, as set out below) by tendering 
Noteholders in respect of 2022 Notes (and therefore the 2022 Purchase Yield). 
The 2022 Purchase Price (if any) will represent the lowest price that will 
enable the Company to purchase an aggregate principal amount of 2022 Notes 
which equals the 2022 Final Acceptance Amount. 
 
The 2022 Purchase Price will be determined in accordance with market 
convention and expressed as a percentage of the principal amount of the 2022 
Notes accepted for purchase pursuant to the 2022 Offer, and is intended to 
reflect a yield to maturity of the 2022 Notes on the Settlement Date based on 
the 2022 Purchase Yield. Specifically, the 2022 Purchase Price will equal (a) 
the value of all remaining payments of principal and interest on the Notes up 
to and including the scheduled maturity date of the 2022 Notes, discounted to 
the Settlement Date at a discount rate equal to the 2022 Purchase Yield 
(calculated as the sum of the 2022 Clearing Spread and the 2022 Interpolated 
Mid-Swap Rate), minus (b) Accrued Interest. 
 
The 2022 Clearing Spread shall be the lower of (i) 33 basis points (the 
'*2022 Maximum Offer Spread*') and (ii) a single spread specified in 2022 
Competitive Tender Instructions by tendering Noteholders, such that (i) or 
(ii) will enable the Company to purchase its desired principal amount of 2022 
Notes. If no 2022 Competitive Tender Instructions are tendered, the 2022 
Clearing Spread will be the 2022 Maximum Offer Spread. 
 
The 2022 Clearing Spread will apply to all 2022 Notes accepted for purchase, 
irrespective of whether a 2022 Competitive Tender Instruction or 2022 
Non-Competitive Tender Instruction is submitted in respect of such 2022 
Notes. 
 
*2023 Offer and Modified Dutch Auction Procedure* 
 
Subject to the Minimum Denomination (as defined in the Tender Offer 
Memorandum), the 2023 Purchase Price will be determined pursuant to a 
modified Dutch auction procedure, as described in the Tender Offer 
Memorandum. Under the modified Dutch auction procedure, the Company will 
announce as soon as reasonably practicable after the Pricing Time on the 
Pricing Date (a) the 2023 Final Acceptance Amount and (b) the price it will 
pay for such 2023 Notes (the '*2023 Purchase Price*'), taking into account 
the principal amount of 2023 Notes so tendered and the 2023 Offer Spreads 
specified (or deemed to be specified, as set out below) by tendering 
Noteholders in respect of 2023 Notes (and therefore the 2023 Purchase Yield). 
The 2023 Purchase Price (if any) will represent the lowest price that will 
enable the Company to purchase an aggregate principal amount of 2023 Notes 
which equals the 2023 Final Acceptance Amount. 
 
The 2023 Purchase Price will be determined in accordance with market 
convention and expressed as a percentage of the principal amount of the 2023 
Notes accepted for purchase pursuant to the 2023 Offer, and is intended to 
reflect a yield to maturity of the 2023 Notes on the Settlement Date based on 
the 2023 Purchase Yield. Specifically, the 2023 Purchase Price will equal (a) 
the value of all remaining payments of principal and interest on the Notes up 
to and including the scheduled maturity date of the 2023 Notes, discounted to 
the Settlement Date at a discount rate equal to the 2023 Purchase Yield 
(calculated as the sum of the 2023 Clearing Spread and the 2023 Interpolated 
Mid-Swap Rate), minus (b) Accrued Interest. 
 
The 2023 Clearing Spread shall be the lower of (i) 38 basis points (the 
'*2023 Maximum Offer Spread*') and (ii) a single spread specified in 2023 
Competitive Tender Instructions by tendering Noteholders, such that (i) or 
(ii) will enable the Company to purchase its desired principal amount of 2023 
Notes. If no 2023 Competitive Tender Instructions are tendered, the 2023 
Clearing Spread will be the 2023 Maximum Offer Spread. 
 
The 2023 Clearing Spread will apply to all 2023 Notes accepted for purchase, 
irrespective of whether a 2023 Competitive Tender Instruction or 2023 
Non-Competitive Tender Instruction is submitted in respect of such 2023 
Notes. 
 
*Accrued Interest* 
 
The Company will also pay an Accrued Interest Payment in respect of Notes 
validly tendered and delivered and accepted for purchase by the Company 
pursuant to the Offers. 
 
*Final Acceptance Amount* 
 
The Company is not under any obligation to accept for purchase any Notes 
tendered pursuant to any Offer. The acceptance for purchase by the Company of 
Notes tendered pursuant to an Offer is at the sole discretion of the Company 
and tenders may be rejected by the Company for any, or no, reason. 
 
On or prior to the Settlement Date, the 2022 Final Acceptance Amount and the 
2023 Final Acceptance Amount will be determined by the Company in its sole 
discretion at or around the Pricing Time on the Pricing Date and will be 
announced by the Company as soon as reasonably practicable after the Pricing 
Time on the Pricing Date. 
 
*Scaling of Tender Offers for the 2022 Notes* 
 
In the circumstances (described in the Tender Offer Memorandum) in which 2022 
Notes validly tendered pursuant to the 2022 Offer are to be accepted on a 
_pro rata_ basis, each such tender of 2022 Notes will be scaled by a factor 
(the '*2022* *Scaling Factor*') equal to (i) the 2022 Final Acceptance Amount 
less the aggregate principal amount of the 2022 Notes 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 principal amount of the 
2022 Notes that have been validly tendered and are subject to acceptance on a 
_pro rata_ basis (subject to adjustment to allow for the aggregate principal 
amount of 2022 Notes accepted for purchase, following the rounding of tenders 
of such 2022 Notes described in the next sentence, to equal the 2022 Final 
Acceptance Amount exactly). Each tender of 2022 Notes that is scaled in this 
manner will be rounded down to the nearest EUR1,000. 
 
Each tender of 2022 Notes that is subject to scaling will be rounded to the 
nearest EUR1,000 in nominal amount (and subject to a minimum amount of 
EUR100,000). In addition, in the event of any such scaling, the Company will 
use reasonable endeavours to apply pro rata scaling (to the extent 
practicable, and adjusted as may be applicable) to each valid tender of 2022 
Notes in such a manner as will result in both: 
 
* the relevant Noteholder transferring to the Company an aggregate nominal 
amount of 2022 Notes; and 
* the relevant Noteholder's residual amount of 2022 Notes (being the nominal 
amount of the 2022 Notes the subject of the relevant Tender Instruction that 
are not accepted for purchase by virtue of such scaling), 
 
amounting, in each case, to either (i) at least EUR100,000 or (ii) zero, and 
the Company therefore reserves the right (but shall not be obliged) to adjust 
the 2022 Scaling Factor applicable to any relevant Tender Instruction 
accordingly. 
 
*Scaling of Tender Offers for the 2023 Notes* 
 
In the circumstances (described in the Tender Offer Memorandum) in which 2023 
Notes validly tendered pursuant to the 2023 Offer are to be accepted on a 
_pro rata_ basis, each such tender of 2023 Notes will be scaled by a factor 
(the '*2023* *Scaling Factor*') equal to (i) the 2023 Final Acceptance Amount 
less the aggregate principal amount of the 2023 Notes 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 principal amount of the 
2023 Notes that have been validly tendered and are subject to acceptance on a 
_pro rata_ basis (subject to adjustment to allow for the aggregate principal 
amount of 2023 Notes accepted for purchase, following the rounding of tenders 
of such 2023 Notes described in the next sentence, to equal the 2023 Final 
Acceptance Amount exactly). Each tender of 2023 Notes that is scaled in this 
manner will be rounded down to the nearest EUR1,000. 
 
Each tender of 2023 Notes that is subject to scaling will be rounded to the 
nearest EUR1,000 in nominal amount (and subject to a minimum amount of 
EUR100,000). In addition, in the event of any such scaling, the Company will 
use reasonable endeavours to apply pro rata scaling (to the extent 
practicable, and adjusted as may be applicable) to each valid tender of 2023 
Notes in such a manner as will result in both: 
 
* the relevant Noteholder transferring to the Company an aggregate nominal 
amount of 2023 Notes; and 
* the relevant Noteholder's residual amount of 2023 Notes (being the nominal 
amount of the 2023 Notes the subject of the relevant Tender Instruction that 
are not accepted for purchase by virtue of such scaling), 
 
amounting, in each case, to either (i) at least EUR100,000 or (ii) zero, and 
the Company therefore reserves the right (but shall not be obliged) to adjust 
the 2023 Scaling Factor applicable to any relevant Tender Instruction 
accordingly. 
 
*Total Amount Payable to Noteholders* 
 
If, in respect of the 2022 Notes or the 2023 Notes, as applicable, the 
Company decides to accept valid tenders of Notes pursuant to the Offers, the 
total consideration that will be payable to each Noteholder on the Settlement 
Date for the Notes accepted for purchase from such Noteholder will be an 
amount (rounded to the nearest EUR0.01, with EUR0.005 being rounded upwards) 
equal to the sum of: 
 
(a) the product of (i) the aggregate principal amount of the Notes accepted 
for purchase from such Noteholder pursuant to the Offers and (ii) the 
relevant Purchase Price; and 
 
(b) the Accrued Interest Payment on the Notes. 
 
The Purchase Price will be determined in accordance with market convention, 
at the Pricing Time on the Pricing Date in the manner described in the Tender 
Offer Memorandum. 
 
*Expected Timetable of Key Events* 
 
The following table sets forth the expected dates and times of the key events 
relating to the Offers. The times and dates below are indicative only and 
subject to changes. 
 
*Events*                           *Times and Dates * 
                                   (All times are CET) 
*Commencement of the Offers*       14 January 2020 
 
Announcement of the Offers made by 
publication on the website of the 
Irish Stock Exchange trading as 
Euronext Dublin at www.ise.ie [1] 
and through the Clearing Systems. 
Tender Offer Memorandum available 
from the Tender Agent. 
*Expiration Deadline*              5:00 p.m. on 20 January 2020 
 
Final deadline for receipt of 
valid Tender Instructions by the 
Tender Agent in order for 
Noteholders to be able to 
participate in the Offers. 
*Announcement of Indicative        As soon as reasonably 
Results*                           practicable after the 
                                   Expiration Deadline 
Announcement by the Company of 
whether it intends to accept valid 
tenders of Notes pursuant to the 
Offers and, if so accepted, 
details of (i) the indicative 
aggregate principal amount of each 
series of Notes to be accepted for 
purchase pursuant to the Offers, 
(ii) the indicative 2022 Clearing 
Spread, if applicable, (iii) the 
indicative 2022 Scaling Factor, if 
applicable, (iv) the indicative 
2023 Clearing Spread, if 
applicable and (v) the indicative 
2023 Scaling Factor, if 
applicable. 
*Pricing Date and Pricing Time*    21 January 2020 at or around 
                                   12:00 noon 
Determination of (i) the 2022 
Final Acceptance Amount, (ii) the 
2022 Interpolated Mid-Swap Rate, 
(iii) the 2022 Clearing Spread, 
(iv) the 2022 Purchase Yield, (v) 
the 2022 Purchase Price, (vi) any 
2022 Scaling Factor, (vii) the 
2023 Final Acceptance Amount, 
(viii) the 2023 Interpolated 
Mid-Swap Rate, (ix) the 2023 
Clearing Spread, (x) the 2023 
Purchase Yield, (xi) the 2023 
Purchase Price and (xii) any 2023 
Scaling Factor. 
*Announcement of Offer Results*    As soon as reasonably 
                                   practicable after the Pricing 
Announcement, in respect of each   Time on the Pricing Date 
series of Notes, of (i) whether 
the Company will accept valid 
tenders of Notes pursuant to the 
Offers and, if so accepted, (ii) 
the 2022 Final Acceptance Amount, 
(iii) the 2022 Interpolated 
Mid-Swap Rate, (iv) the 2022 
Clearing Spread, (v) the 2022 
Purchase Yield, (vi) the 2022 
Purchase Price, (vii) any 2022 
Scaling Factor, (viii) the 2023 
Final Acceptance Amount, (ix) the 
2023 Interpolated Mid-Swap Rate, 
(x) the 2023 Clearing Spread, (xi) 
the 2023 Purchase Yield, (xii) the 
2023 Purchase Price and (xiii) any 
2023 Scaling Factor. 
*Settlement Date*                  Expected to be 23 January 
                                   2020 
Expected Settlement Date for the 
Offers. 
 
The Company may, subject to applicable laws, at its option and in its sole 
discretion, at any time before any acceptance by it of any Notes tendered for 
purchase in the Offers extend each of the dates above (in which case all 
references in the Tender Offer Memorandum to such extended date will, unless 
the context otherwise requires, be to the latest time and date to which such 
date has been so extended). 
 
*Tender Instructions* 
 
In order to participate in, and be eligible to receive the relevant Purchase 
Price and the relevant Accrued Interest Payment pursuant to each of the 
Offers, Noteholders must validly tender their Notes by delivering, or 
arranging to have delivered on their behalf, a valid Tender Instruction in 
respect of each relevant series of Notes held by such Noteholders that is 
received by the Tender Agent by the Expiration Deadline. See '_Procedures for 
Participating in the Offers_' 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, an Offer before the 
deadlines specified in the Tender Offer Memorandum. The deadlines set by any 
such intermediary and each Clearing System for the submission of Tender 
Instructions may be earlier than the relevant deadlines specified above. 
 
*General* 
 
The complete terms and conditions of the Offers are set forth in the Tender 
Offer Memorandum, which will be sent to eligible Noteholders at their 
request. Noteholders are urged to read the Tender Offer Memorandum carefully. 
 
The Company is not under any obligation to accept any tender of Notes for 
purchase pursuant to the Offers. Tenders of Notes for purchase may be 
rejected in the sole and absolute discretion of the Company for any reason, 
and the Company is not under any obligation to Noteholders to furnish any 
reason or justification for refusing to accept a tender of Notes for 
purchase. *For example, tenders of Notes for purchase may be rejected if the 
Offers are terminated if the Offers do not comply with the relevant 
requirements of a particular jurisdiction or for any other reason.* 
 
Notes that are not successfully tendered for purchase pursuant to the Offers 
will remain outstanding. 
 
Noteholders are advised that the Company may, in its sole discretion, accept 
tenders of Notes pursuant to the relevant Offer on more than one date if such 
Offer is extended or re-opened. 
 
The Company has retained Citigroup Global Markets Limited and Deutsche Bank 
Aktiengesellschaft to act as the Dealer Managers (the '*Dealer Managers*') 
and Lucid Issuer Services Limited to act as the Tender Agent (the '*Tender 
Agent*'). Questions or requests for assistance concerning the terms of the 
Offers should be directed to the Dealer Manager or the Tender Agent at: 
 
*Contact Details:* 
 
*THE DEALER MANAGERS* 
 
*Citigroup Global Markets Limited* 
Citigroup Centre 
Canada Square 
Canary Wharf 
London E14 5LB 
United Kingdom 
Telephone: +44 20 7986 8969 
Attention: Liability Management Group 
Email: liabilitymanagement.europe@citi.com 
 
*Deutsche Bank Aktiengesellschaft* 
Mainzer Landstrasse 11-17 
60329 Frankfurt am Main 
Germany 
Telephone: +44 20 7545 8011 
Attention: Liability Management Group 
 
*THE TER AGENT* 
 
*Lucid Issuer Services Limited* 
 
Tankerton Works 
 
12 Argyle Walk 
 
London WC1H 8HA 
 
United Kingdom 
 
Tel: +44 20 7704 0880 
 
Attention: Arlind Bytyqi 
 
Email: aroundtown@lucid-is.com 
 
This announcement is made by the Company: 
 
*Aroundtown SA* 
40, Rue du Curé 
L-1368 Luxembourg 
Grand Duchy of Luxembourg 
 
*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 Offers. If you are in any doubt as to the contents 
of this announcement or the Tender Offer Memorandum 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 Notes 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 
Offers. None of the Dealer Managers, the Tender Agent and the Company makes 
any recommendation as to whether Noteholders should tender Notes for purchase 
pursuant to the Offers. 
 
None of the Dealer Managers, the Tender Agent and any of their respective 
directors, officers, employees, agents or affiliates assumes any 
responsibility for the accuracy or completeness of the information concerning 
the Company, the Notes or the Offers contained in this announcement or in the 
Tender Offer Memorandum. None of the Company, the Dealer Managers, the Tender 
Agent, or any director, officer, employee, agent or affiliate of any such 
person, is acting for any Noteholder, or will be responsible to any 
Noteholder for providing any protections which would be afforded to its 
clients or for providing advice in relation to the Offers, and accordingly 
none of the Company, the Dealer Managers, the Tender Agent, or any director, 
officer, employee, agent or affiliate of any such person, makes any 
recommendation as to whether Noteholders should tender Notes in the Offers. 
None of the Dealer Managers, the Tender Agent nor any of their respective 
directors, officers, employees, agents or affiliates assumes any 
responsibility for any failure by the Company to disclose information with 
regard to the Company or the Notes which is material in the context of the 
Offers and which is not otherwise publicly available. 
 
* * * * * 
 
*Offer and distribution restrictions* 
 
Neither this announcement, the Tender Offer Memorandum nor the electronic 
transmission thereof constitutes an offer to buy or the solicitation of an 
offer to sell Notes (and tenders of Notes in the Offers will not be accepted 
from Noteholders) in any circumstances in which such offer or solicitation is 
unlawful. In those jurisdictions where the securities, blue sky or other laws 
require an Offer to be made by a licensed broker or dealer and the Dealer 
Managers or any of their respective affiliates is such a licensed broker or 
dealer in any such jurisdiction, such Offer shall be deemed to be made by 
such Dealer Managers or such affiliate, as the case may be, on behalf of the 
Company in such jurisdiction. 
 
The distribution of this announcement and the Tender Offer Memorandum in 
certain jurisdictions is restricted by law. Persons into whose possession 
this announcement or the Offers come are required by the Company, the Dealer 
Managers and the Tender Agent to inform themselves about, and to observe, any 
such restrictions. 
 
In addition to the representations referred to below in respect of the United 
States, each Noteholder participating in an Offer will also be deemed to give 
certain representations, acknowledgements, warranties and undertakings and 
make certain agreements in respect of the other jurisdictions referred to 
below and generally as set out in the Tender Offer Memorandum. Any tender of 
Notes for purchase pursuant to an Offer from a Noteholder that is unable to 
make these representations will not be accepted. Each of the Company, the 
Dealer Managers and the Tender Agent reserves the right, in their absolute 
discretion, to investigate, in relation to any tender of Notes for purchase 
pursuant to an Offer, whether any such representation given by a Noteholder 
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 will not be accepted. 
 
*United States* 
 
The Offers are not being made, and will not be made, directly or indirectly 
in or into, or by use of the mails 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. This includes, but is not limited 
to, facsimile transmission, electronic mail, telex, telephone, the internet 
and other forms of electronic communication. The Notes may not be tendered in 
the Offers by any such use, means, instrumentality or facility from or within 
the United States or by persons located or resident in the United States. 
Accordingly, copies of the Tender Offer Memorandum and any other documents or 
materials relating to the Offers 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 and the Notes cannot be tendered in the Offers by any 
such use, means, instrumentality or facility or from or within or by persons 
located or resident in the United States. Any purported tender of Notes in an 
Offer resulting directly or indirectly from a violation of these restrictions 
will be invalid and any purported tender of Notes made by any person acting 
for the account or benefit of, a person resident or 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 will be invalid and will not be accepted. 
 
Each holder of Notes participating in an Offer will represent that it is not 
located in the United States and is not participating in such Offers 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 such Offers 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 the Tender Offer Memorandum and 
any other documents or materials relating to the Offers 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. 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, and may only be acted upon by, 
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 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 Offers, the Tender Offer Memorandum and any other document or 
materials relating to the Offers has 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 Offers are being 
carried out in 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 '*Financial Services Act*') and article 35-bis, paragraph 3 of 
CONSOB Regulation No. 11971 of 14 May 1999, as amended (the '*Issuers' 
Regulation*'). Noteholders or beneficial owners of the Notes can tender some 
or all of their Notes pursuant to the Offers 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. 16190 of 29 October 2007, as amended from time to time, 
and Legislative Decree No. 385 of September 1, 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 or the Offers. 
 
*France* 
 
The Offers are not being made, directly or indirectly, to the public in the 
Republic of France ('*France*'). Neither the Tender Offer Memorandum nor any 
other document or material relating to the Offers has 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, acting for their own 
account, 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 Offers. The Tender Offer Memorandum and any other 
documents or materials relating to the Offers have not been and will not be 
submitted for clearance to nor approved by the _Autorité des Marchés 
Financiers_. 
 
ISIN:          LU1673108939, XS1227093611, XS1336607715, XS1403685636, 
               XS1449707055, XS1532877757, XS1540071724, XS1586386739, 
               XS1649193403, XS1700429308, XS1715306012, XS1761721262, 
               XS1815135352, XS1753814141, CH0398677689, XS1857310814 
Category Code: MSCL 
TIDM:          IRSH 
LEI Code:      529900H4DWG3KWMBMQ39 
Sequence No.:  40349 
EQS News ID:   952853 
 
End of Announcement EQS News Service 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=41ab04775a44446656101f7ed308a713&application_id=952853&site_id=vwd&application_name=news 
 

(END) Dow Jones Newswires

January 14, 2020 03:49 ET (08:49 GMT)