TIDM43XA
RNS Number : 9823B
Gas Natural Capital Markets S.A.
16 January 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
CITIGROUP ANNOUNCES TER OFFER FOR
NOTES ISSUED BY GAS NATURAL CAPITAL MARKETS, S.A. AND GAS
NATURAL FENOSA FINANCE B.V. AND GUARANTEED BY GAS NATURAL SDG,
S.A.
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.
This announcement does not constitute an invitation to
participate in the Solicitation of Offers to Sell (as defined
herein) in or from any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer under
applicable securities laws or otherwise. The distribution of this
announcement in certain jurisdictions (including the United States,
the United Kingdom, the Republic of Italy, Belgium, France and
Spain) may be restricted by law. See "Offer Restrictions relating
to the Solicitation of Offers to Sell" below. Persons into whose
possession this document comes are required by Citigroup, the
Issuers, the Guarantor and the Joint Dealer Managers (each as
defined herein) to inform themselves about, and to observe, any
such restrictions. No action that would permit a public offer has
been or will be taken in any jurisdiction by Citigroup, the
Issuers, the Guarantor, the Joint Dealer Managers or the Tender
Agent.
London, 16 January 2018.
Citigroup Global Markets Limited ("Citigroup") hereby announces
that it is inviting holders of the EUR500,000,000 5.375 per cent.
Guaranteed Notes due May 2019 (ISIN: XS0627188468) and
EUR500,000,000 6.375 per cent. Guaranteed Notes due July 2019
(ISIN: XS0436928872) in each case issued by Gas Natural Capital
Markets S.A. (the "GNCM Notes") and EUR500,000,000 3.500 per cent.
Guaranteed Notes due 2021 (ISIN: XS0981438582), EUR750,000,000
3.875 per cent. Guaranteed Notes due 2022 (ISIN: XS0914400246) and
EUR600,000,000 3.875 per cent. Guaranteed Notes due 2023 (ISIN:
XS0875343757) in each case issued by Gas Natural Fenosa Finance
B.V. (together with Gas Natural Capital Markets, S.A., the
"Issuers" and each an "Issuer") (the "GNFF Notes" and together with
the GNCM Notes, the "Notes"), and in each case guaranteed by Gas
Natural SDG, S.A. (the "Guarantor") to offer to sell Notes to
Citigroup for cash at the relevant Purchase Price (the
"Solicitation of Offers to Sell").
The Solicitation of Offers to Sell is being made upon the terms
and subject to the conditions contained in a tender offer
memorandum dated 16 January 2018 (the "Memorandum") prepared in
connection with the Solicitation of Offers to Sell, and is subject
to the offer restrictions set out below. Capitalised terms used in
this announcement and not otherwise defined have the meanings
ascribed to them in the Memorandum.
Description Issuer ISIN Maturity Minimum/Incremental Aggregate Reference Purchase Purchase Maximum
of Date Denomination principal Benchmark Spread Yield Purchase
Notes amount Amount
outstanding
------------- -------- -------------- ---------- -------------------- --------------- ------------- ----------- ----------- ---------------
May 24 -0.25
2019 May Not Not per
Notes GNCM XS0627188468 2019 EUR100,000/100,000 EUR500,000,000 Applicable Applicable cent.*
------------- -------- -------------- ---------- -------------------- --------------- ------------- ----------- ----------- ---------------
July -0.25
2019 9 July Not Not per
Notes GNCM XS0436928872 2019 EUR50,000/50,000 EUR500,000,000 Applicable Applicable cent.*
------------- -------- -------------- ---------- -------------------- --------------- ------------- ----------- -----------
15 -0.05
2021 April Not Not per
Notes GNFF XS0981438582 2021 EUR100,000/100,000 EUR500,000,000 Applicable Applicable cent.*
------------- -------- -------------- ---------- -------------------- --------------- ------------- ----------- -----------
11 0.10
2022 April Not Not per
Notes GNFF XS0914400246 2022 EUR100,000/100,000 EUR750,000,000 Applicable Applicable cent.*
------------- -------- -------------- ---------- -------------------- --------------- ------------- ----------- -----------
EUR850,000,000
in aggregate
principal
amount
(or such
As amount
determined as modified
2023 on by Citigroup
17 Interpolated the in its
2023 January Mid-Swap Pricing sole
Notes GNFF XS0875343757 2023 EUR100,000/100,000 EUR600,000,000 Rate 0 bps Date discretion)**
------------- -------- -------------- ---------- -------------------- --------------- ------------- ----------- ----------- ---------------
* For information purposes only, the Purchase Price in respect
of (i) the May 2019 Notes will be 107.498 per cent. (EUR107,497.62
for each EUR100,000 in nominal amount), (ii) the July 2019 Notes
will be 109.670 per cent. (EUR54,834.83 for each EUR50,000 in
nominal amount), (iii) the 2021 Notes will be 111.450 per cent.
(EUR111,450.04 for each EUR100,000 in nominal amount), and (iv) the
2022 Notes will be 115.855 per cent. (EUR115,854.72 for each
EUR100,000 in nominal amount), in each case when determined in the
manner in the Memorandum on the basis of a Settlement Date of 24
January 2018. Should the Settlement Date in respect of any Notes
accepted for purchase pursuant to the Solicitation of Offers to
Sell differ from 24 January 2018, the Purchase Price will be
recalculated to the new Settlement Date, all as further described
in the Memorandum.
** Citigroup reserves the right to determine the allocation of
the Maximum Purchase Amount between one or more Series in its sole
discretion, and reserves the right to accept significantly more or
less (or none) of the Notes of one Series as compared to any of the
other Series up to the Maximum Purchase Amount.
Citigroup proposes to accept Offers to Sell up to a maximum
aggregate principal amount of EUR850,000,000 across all Series of
Notes combined (the "Maximum Purchase Amount"), subject to the
right to modify such amount at its sole discretion and for any
reason, including but not limited to, the size of the New Issue (as
defined below) and subject (in the case of the GNFF Notes) to the
satisfaction of the New Notes Condition (as defined below) and the
other conditions described in the Memorandum. Citigroup may, in its
sole discretion, extend, amend or terminate the Solicitation of
Offers to Sell at any time (subject to applicable law and as
provided in the Memorandum).
New Issue
Gas Natural Fenosa Finance B.V. announced today its intention to
issue under its EUR 15,000,000,000 Guaranteed Euro Medium Term Note
Programme (the "Programme") euro denominated fixed rate notes (the
"New Issue" and the "New Notes", respectively).
Acceptance by Citigroup of GNFF Notes validly tendered in the
Solicitation of Offers to Sell is conditional upon: (i) the pricing
of the New Notes prior to the Acceptance Date, and (ii) the signing
of the subscription agreement to be entered into for the purchase
of, and subscription for, the New Notes (the "New Notes
Condition"). The announcement of whether or not the New Notes
Condition has been satisfied is expected to take place as soon as
practicably possible following the Pricing Time on the Pricing
Date.
Purchase Price and Offer Period
The amount payable per Minimum Denomination in respect of each
Series will be the sum of (i) the relevant Purchase Price
(expressed as a percentage) in respect of such Series multiplied by
the relevant Minimum Denomination in respect of that Series and
(ii) accrued and unpaid interest on such Notes of the relevant
Series from, and including, the immediately preceding interest
payment date for such Series up to, but excluding, the Settlement
Date, which is expected to be 24 January 2018 (the "Accrued
Interest").
The Purchase Price for the 2023 Notes accepted for purchase will
be determined by the Joint Dealer Managers by reference to the sum
(each such sum, a "Purchase Yield") of (i) the Purchase Spread and
(ii) the yield for the Reference Benchmark (the "Reference
Benchmark Yield") at the Pricing Time on the Pricing Date in
accordance with the pricing formula set out in Annex A to the
Memorandum.
The Purchase Price for the May 2019 Notes, July 2019 Notes, 2021
Notes and 2022 Notes accepted for purchase will be determined by
the Joint Dealer Managers by reference to the relevant Purchase
Yield at the Pricing Time on the Pricing Date in accordance with
the pricing formula set out in Annex A to the Memorandum.
Noteholders will be able to submit an Offer to Sell in the
manner specified in the Memorandum from and including 16 January
2018 to 4:00 p.m. (London time) on 22 January 2018 (the "Offer
Period"). Noteholders must submit the Offer to Sell specifying the
aggregate principal amount of the Notes offered at the relevant
Purchase Price in the manner specified in the Memorandum under
"Terms and Conditions relating to the Solicitation of Offers to
Sell - Electronic Instruction Notice".
Acceptance Date and Settlement
An Offer to Sell may be accepted by Citigroup, if no extension
of the Offer Period has occurred, on the "Acceptance Date"
(expected to be on 23 January 2018). Citigroup is under no
obligation to accept an Offer to Sell. The acceptance of Notes
validly tendered and not validly withdrawn pursuant to the
Solicitation of Offers to Sell for purchase by Citigroup is at the
sole discretion of Citigroup and Offers to Sell may be rejected by
Citigroup for any reason.
Subject to the preceding paragraph, Citigroup will accept Offers
to Sell until either (i) it has accepted all of the Notes validly
offered and eligible for purchase, or (ii) the aggregate principal
amount of all Notes which have been accepted is the maximum amount
that can be accepted without exceeding the Maximum Purchase Amount.
Citigroup reserves the right to determine the allocation of the
Maximum Purchase Amount between one or more Series in its sole
discretion, and reserves the right to accept significantly more or
less (or none) of the Notes of one Series as compared to any of the
other Series. Where the acceptance of all valid Offers to Sell
would require a greater principal amount of Notes to be accepted
than the Maximum Purchase Amount, Citigroup will accept Offers to
Sell in respect of the Notes on a pro rata basis (as described in
the Memorandum under "Terms and Conditions relating to the
Solicitation of Offers to Sell - Acceptance of Offers to Sell and
Pro Rata Allocation").
Notes in respect of which Citigroup has not accepted an Offer to
Sell will remain outstanding subject to the terms and conditions of
such Notes and will be returned to the respective Noteholders as
soon as possible after the Settlement Date.
During the Offer Period, Noteholders must submit or arrange for
the submission of an Electronic Instruction Notice (as defined
below) to the Tender Agent via the relevant Clearing System (as
defined below) as detailed in the Memorandum. Such Electronic
Instruction Notice (as defined below) must be received by the
Tender Agent at or prior to the Expiration Date.
Noteholders wishing to participate in the Solicitation of Offers
to Sell who are not direct participants of Euroclear Bank SA/NV or
Clearstream Banking, S.A. (together, the "Clearing Systems" and
each a "Clearing System") must instruct their respective bank,
securities broker or other intermediary to submit an electronic
instruction notice (the "Electronic Instruction Notice") to the
relevant Clearing System for delivery to the Tender Agent via such
Clearing System. Citigroup expressly points out that Noteholders
whose Notes are held on their behalf by a bank, securities broker
or other intermediary should inform themselves whether such
intermediary requires instructions to participate in, or withdraw
their instructions to participate in, the Solicitation of Offers to
Sell prior to the deadlines set out herein. Noteholders who are
direct participants of the Clearing Systems must follow the same
procedure by contacting the relevant Clearing System directly.
Purchase agreements will be concluded by Citigroup's acceptance of
the Offers to Sell according to the Terms and Conditions.
The Purchase of Notes, pursuant to the Solicitation of Offers to
Sell, in respect of which Citigroup has validly accepted Offers to
Sell on the Acceptance Date is expected to be settled on 24 January
2018 or, in the event of an extension of the Offer Period, on such
later date as is notified to the Noteholders by Citigroup (the
"Settlement Date"). All purchases pursuant to the Solicitation of
Offers to Sell will settle through the normal procedures of the
Clearing Systems. On the Settlement Date, Citigroup will pay, or
procure the payment of, the relevant Purchase Price plus Accrued
Interest to all Noteholders whose Offers to Sell have been validly
accepted by Citigroup pursuant to the Terms and Conditions, subject
to receipt of the relevant Notes.
Expected Timetable
Commencement of 16 January 2018
Offer Period:.......
Expiration Date:.............................. 22 January 2018, 4:00 p.m.
(London time)
Acceptance Date:........................... Expected to be 23 January
2018
Announcement of Acceptance Date, expected
indicative results to be at or around 9:00 a.m.
of Solicitation (London time).
of Offers to Sell
and indicative pro-ration
factors (if applicable):
....................................
Pricing Date and Acceptance Date, expected
Pricing Time:......... to be at or around 1:00 p.m.
(London time)
Announcement of As soon as practicably possible
whether Citigroup following the Pricing Time
will accept valid on the Pricing Date.
Offers to Sell pursuant
to the Purchase
and, if so accepted,
(i) the principal
amount of each Series
of Notes accepted
for purchase and
any pro-ration factor;
(ii) the relevant
Purchase Price and
the Accrued Interest
for each Series
of Notes accepted
for purchase; (iii)
in respect of the
2023 Notes only,
the Reference Benchmark
Yield and the Purchase
Yield; and (iv)
the completion of
the New Notes Condition:
Settlement Date: Expected to be 24 January
............................ 2018.
Noteholders are advised to check with the bank, securities
broker or other intermediary (including the relevant Clearing
System) through which they hold their Notes as to the deadlines by
which such intermediary would require receipt of instructions to
participate in, or to withdraw their instructions to participate
in, the Solicitation of Offers to Sell in accordance with the Terms
and Conditions to meet the deadlines set out above. The deadlines
set by any such intermediary and the Clearing Systems will be
earlier than the relevant deadlines specified above.
Further Information
A complete description of the terms and conditions of the
Solicitation of Offers to Sell is set out in the Memorandum.
Citigroup Global Markets Limited, CaixaBank S.A., ING Bank N.V. and
Natixis are the Joint Dealer Managers for the Solicitation of
Offers to Sell.
Requests for information in relation to the Solicitation of
Offers to Sell should be directed to:
JOINT DEALER MANAGERS
Citigroup Global Markets CaixaBank S.A.
Limited Calle Pintor Sorolla 2-4
Citigroup Centre 46002 Valencia
Canada Square Spain
Canary Wharf
London E14 5LB Telephone: +34 91 700
United Kingdom 56 08 / 09 / 10
Email: mlafont@caixabank.com;
Telephone: +44 20 7986 araguilar@caixabank.com;
8969 natalia.garcia@caixabank.com;
Email: liabilitymanagement.europe@citi.com lst.originacion.rf@lacaixa.es
Attn: Liability Management Attn: Miguel Lafont, Alvaro
Group Aguilar, Natalia Garcia
ING Bank N.V. NATIXIS
Foppingadreef 7 30, avenue Pierre Mendès
1102 BD Amsterdam France
The Netherlands 75013 Paris
France
Telephone: +31 20 563 8017
Email: liability.management@ing.com Telephone: +33 1 58 55
Attn: Liability Management 80 98 / +33 1 58 55 88
Group 36
Email: liability-management-corporate@natixis.com
Attn: Liability Management
Requests for information in relation to the procedures for
submitting an Offer to Sell and the submission of Electronic
Instruction Notices should be directed to:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn.: David Shilson
Tel.: +44 207 704 0880
Email: gn@lucid-is.com
Further details relating to the contents of this announcement
can be obtained from:
Gas Natural Capital Markets, S.A.
Avenida de San Luis, 77,
28033 Madrid
Spain
Attention: Enrique Berenguer Marsal (Sole Administrator)
Email: eberenguer@gasnaturalfenosa.com
Gas Natural Fenosa Finance B.V.
Barbara Strozzilaan 201
1083 HN Amsterdam
The Netherlands
Attention: Enrique Berenguer Marsal (Managing Director)
Email: eberenguer@gasnaturalfenosa.com
A copy of the Memorandum is available to eligible persons upon
request from the Tender Agent.
The Joint Dealer Managers do not take responsibility for the
contents of this announcement and none of Citigroup, the Issuers,
the Guarantor, the Joint Dealer Managers named above or the Tender
Agent or any of their respective bodies, affiliates, agents,
directors, management or employees makes any recommendation in this
announcement or otherwise as to whether or not Noteholders should
submit Offers to Sell in respect of the Notes. Each of the Issuers
and the Guarantor is aware of, and has no objection to, Citigroup
making the Solicitation of Offers to Sell upon the terms and
subject to the conditions set forth in the Memorandum. This
announcement must be read in conjunction with the Memorandum. This
announcement and the Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Solicitation of Offers to Sell. If any holder is in any
doubt as to the action it should take, it is recommended to seek
its own financial advice, including as to any tax consequences,
from its stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Offer Restrictions relating to the Solicitation of Offers to
Sell
Each of this announcement, the Solicitation of Offers to Sell
and the Memorandum do not constitute an offer to buy or the
solicitation of an offer to sell the Notes in any jurisdiction in
which such offer or solicitation is unlawful, and Offers to Sell by
Noteholders originating from any jurisdiction in which such offer
or solicitation is unlawful will be rejected. In those
jurisdictions where the securities laws or other laws require the
Solicitation of Offers to Sell to be made by a licensed broker or
dealer, the Solicitation of Offers to Sell shall be deemed to be
made on behalf of Citigroup by one or more registered brokers or
dealers licensed under the laws of such jurisdiction. None of the
delivery of this announcement, the Memorandum, the Solicitation of
Offers to Sell or any purchase of Notes shall, under any
circumstances, create any implication that there has been no change
in the affairs of each Issuer and the Guarantor since the date
hereof, or that the information herein is correct as of any time
subsequent to the date hereof.
A Noteholder or a beneficial owner of the Notes who is a
Sanctions Restricted Person may not participate in the Solicitation
of Offers to Sell. Citigroup reserves the absolute right to reject
any and all Offers to Sell when Citigroup in its sole discretion is
of the view that such Offer to Sell has been submitted by or on
behalf of a Sanctions Restricted Person.
United States
The Solicitation of Offers to Sell 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 (including, without
limitation: facsimile transmission, telex, telephone, e-mail and
other forms of electronic transmission) of interstate or foreign
commerce, or of any facility of a national securities exchange, of
the United States, and Notes may not be offered for sale by any
such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States as defined in Regulation S of the U.S. Securities Act of
1933, as amended (the "Securities Act"). Accordingly, copies of
this announcement, the Memorandum and any related documents are not
being and must not be directly or indirectly distributed,
forwarded, mailed, transmitted or sent into or from the United
States (including without limitation by any custodian, nominee,
trustee or agent). Persons receiving this announcement or the
Memorandum (including, without limitation, custodians, nominees,
trustees or agents) must not distribute, forward, mail, transmit or
send it or any related documents in, into or from the United States
or use such mails or any such means, instrumentality or facility in
connection with the Solicitation of Offers to Sell. Any purported
tender of Notes in the Solicitation of Offers to Sell resulting
directly or indirectly from a violation of these restrictions will
be invalid and any Offers to Sell made by a resident of the United
States, by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States, or by any U.S. person (as defined in
Regulation S under the Securities Act) or by use of such mails or
any such means, instrumentality or facility, will not be
accepted.
Each holder of Notes participating in the Solicitation of Offers
to Sell will represent that it is not located in the United States
and is not participating in such Solicitation of Offers to Sell
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 Solicitation of Offers to
Sell from the United States.
For the purposes of this announcement, the Memorandum and the
above paragraph, "United States" refers to 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
Each of this announcement and the Memorandum has been issued by
Citigroup Global Markets Limited, which is regulated by the Bank of
England's Prudential Regulation Authority ("PRA") and the Financial
Conduct Authority (the "FCA") and is being distributed only to
existing holders of the Notes. Each of this announcement and the
Memorandum is only addressed to such existing holders being
investment professionals and high net worth companies/undertakings
each within the meaning of the Financial Services and Markets Act
2000 (Financial Promotions) Order 2005 (the "Order"), or other
persons to whom it can lawfully be communicated by a person not
authorised under the Order. Each of this announcement and the
Memorandum is not addressed to or directed at any other person,
including any persons who would be retail clients within the
meaning of the FCA rules and such other persons should not act or
rely on it. Recipients of this announcement and/or the Memorandum
should note that Citigroup is acting on its own account in relation
to the Solicitation of Offers to Sell and will not be responsible
to any other person for providing the protections, which would be
afforded to clients of Citigroup, or for providing advice in
relation to the Solicitation of Offers to Sell.
Republic of Italy
None of the Solicitation of Offers to Sell, this announcement,
the Memorandum or any other documents or materials relating to the
Solicitation of Offers to Sell 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
Solicitation of Offers to Sell 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 Solicitation of Offers to
Sell is also being carried out in compliance with article 35-bis,
paragraph 7 of the Issuers' Regulation.
A holder of Notes located in the Republic of Italy can tender
the 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. 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 Solicitation of Offers to
Sell.
Belgium
(The below offer restriction is applicable to the July 2019
Notes only)
None of this announcement, the Memorandum or any other documents
or materials relating to the Solicitation of Offers to Sell have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority ("Autorité des
services et marches financiers / Autoriteit financiële diensten en
markten") and, accordingly, the Solicitation of Offers to Sell may
not be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids (the "Belgian Takeover Law") as amended or replaced
from time to time. Accordingly, the Solicitation of Offers to Sell
may not be advertised and the Solicitation of Offers to Sell will
not be extended, and none of this announcement, the Memorandum or
any other documents or materials relating to the Solicitation of
Offers to Sell (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium
other than (i) to "qualified investors" in the sense of Article 10
of the Belgian Law of 16 June 2006 (the "Belgian Law") on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account or (ii) in any circumstances set out in Article 6, --4 of
the Belgian Takeover Law. This announcement and the Memorandum have
been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Solicitation of
Offers to Sell. Accordingly, the information contained in this
announcement and the Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
Republic of France
The Solicitation of Offers to Sell is not being made, directly
or indirectly, to the general public in the Republic of France.
This announcement, the Memorandum or any other documentation or
material relating to the Solicitation of Offers to Sell (including
memorandums, information circulars, brochures or similar documents)
have not been distributed to, and or are not being distributed to,
the general public in the Republic of France. Only (i) persons that
provide investment services in the field of 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) (that are
not individuals) acting for their own account, in each case as
defined in or pursuant to articles L.411-1, L.411-2 and D.411-1 of
the French Code Monétaire et Financier, may participate in the
Solicitation of Offers to Sell. Each of this announcement and the
Memorandum has not been, and will not be, submitted for clearance
to nor approved by the Authorité des marchés financiers.
Spain
None of the Solicitation of Offers to Sell, this announcement or
the Memorandum constitutes an offer of securities or the
solicitation of an offer of securities to the public in Spain under
the restated text of Spanish Securities Market Act approved by
Legislative Royal Decree 4/2015, of 23 October 2015 (Real Decreto
Legislativo 4/2015, de 23 de octubre, que aprueba el texto
refundido de la Ley 24/1988, de 28 de julio, del Mercado de
Valores), the Royal Decree 1310/2005, of 4 November 2005 and the
Royal Decree 1066/2007, of 27 July 2007, all of them as amended,
and any regulation issued thereunder. Accordingly, this
announcement and the Memorandum have not been and will not be
submitted for approval nor approved by the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores).
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENFKADDFBKKBDD
(END) Dow Jones Newswires
January 16, 2018 03:16 ET (08:16 GMT)
Nat Cap 21 (LSE:43XA)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Nat Cap 21 (LSE:43XA)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024
