Wrap Text
Launch of Tender Offer
Investec Limited Investec plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 1925/002833/06 Registration number 3633621
JSE share code: INL LSE share code: INVP
NSX share code: IVD JSE share code: INP
BSE share code: INVESTEC ISIN: GB00B17BBQ50
ISIN: ZAE000081949 LEI: 2138007Z3U5GWDN3MY22
LEI: 213800CU7SM6O4UWOZ70
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
LAUNCH OF TENDER OFFER
Investec plc announces Tender Offer for its £400,000,000 4.500 per cent. Notes due
2022
6 July 2021. Investec plc (the “Company”) announces today an invitation to holders of its
£400,000,000 4.500 per cent. Notes due 2022 (ISIN: XS1227242630) (the “Notes”) to tender such
Notes for purchase by the Company for cash (the “Offer”).
The Offer is being made on the terms and subject to the conditions contained in a tender offer
memorandum dated 6 July 2021 (the “Tender Offer Memorandum”) prepared by the Company,
and is subject to the offer restrictions set out below and as more fully described in the Tender Offer
Memorandum.
For detailed terms of the Offer, please refer to the Tender Offer Memorandum, copies of which are
(subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to them in the Tender
Offer Memorandum.
Rationale for the Offer
The purpose of the Offer and the proposed issue of Sterling-denominated Callable Fixed Rate
Resettable Senior Notes (the "New Notes") is to improve the Company's debt profile and optimise
its future interest expense. The net proceeds from the issue of the New Notes will be used for the
general corporate purposes of the Group, including (without limitation) to fund the repurchase of the
Notes pursuant to the Offer.
Summary of the Offer
A summary of certain of the terms of the Offer appears below:
Outstanding
Description of Maturity Date nominal
the Notes ISIN amount Benchmark Security Purchase Spread Amount subject to the Offer
4.500 per cent. XS1227242630 5 May 2022 £400,000,000 UKT 4% March 2022 35 bps Up to £200,000,000 in
Notes due 2022 aggregate nominal amount
(ISIN:
GB00B3KJDQ49) subject to the right of the
Company, in its sole discretion,
to accept less or more than such
amount for purchase
Details of the Offer
Purchase Price and Accrued Interest Payment
The Company will pay, for Notes accepted by it for purchase pursuant to the Offer, a cash purchase
price (the “Purchase Price”). The Purchase Price will be calculated by the Dealer Managers (in
consultation with the Company) in the manner described in the following paragraph by reference to
the Purchase Yield.
The Purchase Price will be determined by the Dealer Managers (in consultation with the Company)
(expressed as a percentage and rounded to the nearest 0.001 per cent., with 0.0005 per cent. being
rounded upwards) at the Price Determination Time in accordance with market convention and is
intended to reflect a yield to the Maturity Date of the Notes (being 5 May 2022) on the Settlement
Date based on the Purchase Yield. Specifically, the Purchase Price will equal (a) the value of all
remaining payments of principal and interest on the Notes up to and including the Maturity Date of
the Notes (being 5 May 2022), discounted to the Settlement Date at a discount rate equal to the
Purchase Yield, minus (b) the Accrued Interest.
In addition to the Purchase Price, the Company will also pay an Accrued Interest Payment in respect
of all Notes purchased pursuant to the Offer.
New Financing Condition; No Obligation to accept Tenders
The Company is today announcing its intention to issue the New Notes, subject to market conditions.
The Company is not under any obligation to accept any tender of Notes for purchase pursuant to
the Offer. The acceptance for purchase by the Company of Notes tendered pursuant to the Offer is
at the sole discretion of the Company and tenders may be rejected by the Company for any reason.
The purchase of any Notes by the Company pursuant to the Offer is also subject, without limitation,
to the successful completion (in the sole determination of the Company) of the issue of the New
Notes (the "New Financing Condition").
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.
The New Notes are complex financial instruments and are not a suitable or appropriate investment
for all investors. In some jurisdictions, regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities with features similar to the New
Notes to retail investors.
The target market of the New Notes is "eligible counterparties" as defined in COBS and/or MiFID II
and "professional clients", as defined in Regulation (EU) No. 600/2014 as it forms part of domestic
law of the United Kingdom by virtue of UK MiFIR and/or MiFID II. No action has been or will be taken
in any jurisdiction in relation to the New Notes to permit a public offering of securities. Furthermore,
no key information document required by the EU PRIIPs Regulation or the UK PRIIPs Regulation
for offering or selling the New Notes or otherwise making them available to retail investors in the
EEA or the UK has been (or is intended to be) prepared and therefore offering or selling the New
Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful
under the EU PRIIPs Regulation or the UK PRIIPs Regulation (as applicable).
Final Acceptance Amount and Scaling
If the Company decides to accept any Notes for purchase, the Company currently proposes to
accept for purchase pursuant to the Offer an aggregate nominal amount of Notes of up to
£200,000,000, although the Company reserves the right in its sole discretion to accept significantly
less than or significantly more than (or none of) such amount for purchase pursuant to the Offer (the
final amount accepted for purchase pursuant to the Offer being the "Final Acceptance Amount").
If the Company accepts any Notes for purchase pursuant to the Offer and the aggregate nominal
amount of Notes validly tendered is greater than the Final Acceptance Amount, the Company intends
to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of
such Notes accepted for purchase is no greater than the Final Acceptance Amount, as more fully
described in the Tender Offer Memorandum.
New Notes Priority Allocation
The Company will, in connection with the allocation of the New Notes, consider among other factors
whether or not the relevant investor seeking an allocation of the New Notes has - prior to pricing and
allocation of the New Notes - validly tendered or indicated its firm intention to any of the Dealer
Managers to tender the Notes and to any of the Dealer Managers (in its capacity as a manager of
the New Notes) to subscribe for New Notes. Therefore, a Noteholder that wishes to subscribe for
New Notes in addition to validly tendering Notes for purchase pursuant to the Offer may, at the sole
discretion of the Company, receive priority in the allocation of the New Notes in the offering of the
New Notes, subject to the terms set out in the Tender Offer Memorandum, the satisfaction or waiver
of the New Financing Condition and such Noteholder also making a separate application for the
purchase of such New Notes to a Dealer Manager (in its capacity as joint lead manager) in
accordance with the standard new issue procedures of such manager. The aggregate principal
amount of New Notes for which a Noteholder may receive priority in allocation may be in an amount
(determined at the sole discretion of the Company) up to the aggregate principal amount of the
Notes validly tendered by such Noteholder in the Offer and accepted for purchase by the Company
or the amount of the Notes such Noteholder has indicated its firm intention to tender. However the
Company is not obliged to allocate the New Notes to a Noteholder who has validly tendered or
indicated a firm intention to tender Notes pursuant to an Offer; and if New Notes are allocated to a
Noteholder, the principal amount thereof may be less (or more) than the aggregate principal amount
of the Notes validly tendered by such Noteholder in the Offer and accepted for purchase by the
Company. Any such priority allocation will also take into account (among other factors) the minimum
denomination of the New Notes, being £100,000 and integral multiples of £1,000 in excess thereof.
To contact the Dealer Managers, Noteholders should use the contact details on the last page of the
Tender Offer Memorandum.
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 Company or any Dealer Manager 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.
Indicative Offer Timetable
Date and time
(all times are London
Events time)
Commencement of the Offer
Announcement of the Offer and intention of the Company to issue the 6 July 2021
New Notes. Tender Offer Memorandum available from the Tender
Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender 4.00 p.m. (BST) on
Agent in order for Noteholders to be able to participate in the Offer. 13 July 2021
Indicative Results Announcement
Announcement by the Company of whether it indicatively expects to As soon as reasonably
accept valid tenders of Notes pursuant to the Offer (conditional upon practicable on the Business
satisfaction or waiver of the New Financing Condition) and, if so (i) the Day following the
indicative Final Acceptance Amount and (ii) the indicative Scaling Expiration Deadline
Factor (if any) expected to be applied to Tender Instructions.
Price Determination Time
Determination of (i) the Benchmark Security Rate, (ii) the Purchase At or around 11:00 am
Yield and (iii) the Purchase Price. (BST) on the Business Day
following the Expiration
Deadline
Final Results Announcement
Announcement by the Company of whether it will accept valid tenders As soon as reasonably
of Notes pursuant to the Offer (conditional upon satisfaction or waiver practicable following the
of the New Financing Condition) and, if so (i) the Final Acceptance Price Determination Time
Amount, (ii) the Scaling Factor (if any) to be applied to Tender
Instructions, (iii) the Benchmark Security Rate, (iv) the Purchase Yield
and (v) the Purchase Price.
New Issue Settlement Date
Issue and settlement of New Notes (subject to the satisfaction of Expected to be
customary conditions precedent to an issue of euromarket debt 16 July 2021
securities).
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition, Expected to be
payment of the Purchase Price and Accrued Interest Payment for any 16 July 2021
Notes accepted for purchase and settlement of such purchases.
The above dates and times are subject, where applicable, to the right of the Company to extend, re-
open, amend, waive any condition of and/or terminate the Offer. Noteholders are advised to check
with any bank, securities broker or other intermediary through which they hold Notes whether such
intermediary would require to receive instructions to participate in the Offer before the deadlines
specified above. The deadlines set by each Clearing System and instructions for the
submission of Tender Instructions will also be earlier than the relevant deadlines above.
Unless stated otherwise, announcements relating to the Offer will be made: (i) by the delivery of
notices to the Clearing Systems for communication to Direct Participants; and (ii) via an RIS. Such
announcements may also be made by the issue of a press release to a Notifying News Service and
may also be found on the relevant Reuters International Insider Screen and on the Offer Website.
Copies of all announcements, notices and press releases can also be obtained from the Tender
Agent, the contact details for which are below. Significant delays may be experienced where notices
are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for
the relevant announcements during the course of the Offer. In addition, Noteholders may contact
the Dealer Managers for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of
and information on the procedures for participating in the Offer.
Citigroup Global Markets Limited, ING Bank N.V. and J.P. Morgan Securities plc are acting as Dealer
Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer
Managers.
Dealer Managers
Citigroup Global Markets Limited ING Bank N.V.
Citigroup Centre Foppingadreef 7
Canada Square 1102 BD Amsterdam
Canary Wharf The Netherlands
London E14 5LB
Telephone: +44 20 7986 8969 Telephone: +31 20 5632132
Attention: Liability Management Group Email: liability.management@ing.com
Email: liabilitymanagement.europe@citi.com Attention: Liability Management Team
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
Telephone: +44 20 7134 2468
Email: liability_management_EMEA@jpmorgan.com
Attention: Liability Management
Questions and requests for assistance in connection with the procedures for participating in the Offer, including the delivery of
Tender Instructions, may be directed to the Tender Agent.
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Attention: Harry Ringrose
Telephone: +44 207 704 0880
Email: investec@lucid-is.com
This announcement is released by Investec plc and contains information that qualified or may have
qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 ("MAR"),
as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018 ("UK MAR"), encompassing information relating to the Offer described above. For the
purposes of UK MAR and Article 2 of the binding technical standards published by the FCA in relation
to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is
made by David Miller, Company Secretary at Investec plc.
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 this announcement and/or the Tender Offer Memorandum or the action
it should take, it is recommended to seek its own financial and legal advice, including in respect of
any tax consequences, immediately 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 or other nominee must contact such entity
if it wishes to tender such Notes pursuant to the Offer. The Dealer Managers are acting exclusively
for the Company and no one else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum and will not be responsible to any Noteholder for
providing the protections which would be afforded to customers of the Dealer Managers or for
advising any other person in connection with the Offer. None of the Company, the Dealer Managers
or the Tender Agent has made or will make any assessment of the merits and risks of the Offer or
of the impact of the Offer on the interests of the Noteholders either as a class or as individuals, and
none of them makes any recommendation as to whether Noteholders should tender Notes pursuant
to the Offer. None of the Company, the Dealer Managers or the Tender Agent (or any of their
respective directors, employees or affiliates) is providing Noteholders with any legal, business, tax
or other advice in this announcement and/or the Tender Offer Memorandum. 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
Neither this announcement nor the Tender Offer Memorandum constitutes 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
invitation or to participate in the Offer under applicable securities laws. The distribution of this
announcement and 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 Company, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender
Offer Memorandum constitutes 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 Noteholders) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and either Dealer Manager or any of
their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of
the Company in such jurisdiction.
Nothing in this announcement nor the Tender Offer Memorandum or the electronic transmission
thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction.
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. 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 Offer 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 this announcement, 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 or to any persons located or resident in the United
States. 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, or by any person acting
for the account or benefit of, a 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 will be invalid and will not be accepted. 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, in 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 located in the United States
and is not participating in such 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
such Offer 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, the Tender Offer Memorandum and any other documents
or materials relating to the Offer in respect of the Notes 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, 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, and are only for circulation to persons outside the United Kingdom or to persons within
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
"Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other
persons to whom it may lawfully be communicated in accordance with the Order.
France
The Offer is not being made, directly or indirectly, to the public in France. None of this
announcement, the Tender Offer Memorandum and any other documents or offering materials
relating to the Offer in respect of the Notes have only been and shall only be distributed in France
to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation"). This announcement and the Tender Offer Memorandum have not been submitted to
the clearance procedures (visa) of the Autorité des marchés financiers.
Italy
None of this announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Offer have been or will be submitted to the clearance procedure 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 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 (the "Issuers' Regulation"). The Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
A Noteholder located in the Republic of Italy can tender Notes through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such activities in the
Republic of 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 all applicable laws and regulations concerning information
duties vis-à-vis its clients in connection with the Notes or the Offer.
Spain
None of the Offer, this announcement and the Tender Offer Memorandum constitutes the offer of
securities or the solicitation of the offer of securities to the public in Spain under the Spanish
Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree
1310/2005, 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007. Accordingly, neither
this announcement nor the Tender Offer Memorandum has been submitted for approval and has not
been approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de
Valores).
Eligibility and availability of the New Notes
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET – Solely for the purposes of the manufacturer's product approval process, the target
market assessment in respect of the New Notes described in the Tender Offer Memorandum has
led to the conclusion that: (i) the target market of the New Notes is 'eligible counterparties' and
'professional clients' only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and
(ii) all channels for the distribution of the New Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the New Notes (a
"distributor") should take into consideration the manufacturer's target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the New Notes (by either adopting or refining the manufacturer's target
market assessment) and determining appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET – Solely for the purposes of the manufacturers' product approval process, the
target market assessment in respect of the New Notes described in the Tender Offer Memorandum
has led to the conclusion that: (i) the target market for the New Notes is only eligible counterparties,
as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the United
Kingdom by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the New Notes
to such eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the New Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the New Notes
(by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The New Notes 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 European Economic Area ("EEA"). For these purposes, a retail
investor means 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.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU
PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the EU
PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes 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 United Kingdom ("UK"). For these purposes, a retail investor
means 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 domestic law of the United Kingdom by virtue of the
EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the Financial Services and Markets Act 2000 (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 domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
New Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the New Notes or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
LEI: 2138007Z3U5GWDN3MY22
Date: 06-07-2021 10:48:00
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