LBG CAPITAL NO.1 PLC AND LBG CAPITAL NO.2 PLC

Transcription

1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR INTO 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 OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW) ========================================================================== LBG CAPITAL NO.1 PLC AND LBG CAPITAL NO.2 PLC 6 March 2014 ANNOUNCE INVITATIONS TO EXCHANGE CERTAIN OF THEIR EURO AND STERLING DENOMINATED ENHANCED CAPITAL NOTES ( EXISTING NOTES ) FOR SPECIFIED SERIES OF ADDITIONAL TIER 1 SECURITIES ( ADDITIONAL TIER 1 SECURITIES ) TO BE ISSUED BY LLOYDS BANKING GROUP PLC ( LBG ) LBG Capital No. 1 plc ( LBG 1 ) and LBG Capital No. 2 plc ( LBG 2, together with LBG 1, the Offerors and each an Offeror ) have today invited all Holders (subject to the Offer Restrictions referred to below) of: (i) Euro Existing Notes set out under the heading Euro PNC6 Offer Existing Notes below to Offer to such Euro Existing Notes, which are outstanding, for up to 750,000,000 Euro (the Euro PNC6 Offer ); (ii) Sterling Existing Notes set out under the heading Sterling PNC5 Offer Existing Notes below to Offer to such Sterling Existing Notes, which are outstanding, for up to 1,250,000,000 Sterling PNC5 (the Sterling PNC5 Offer ); (iii) Sterling Existing Notes set out under the heading Sterling PNC9 Offer Existing Notes below to Offer to such Sterling Existing Notes, which are outstanding, for up to 1,250,000,000 Sterling PNC9 (the Sterling PNC9 Offer ); and (iv) Sterling Existing Notes set out under the heading Sterling PNC15 Offer Existing Notes below to Offer to such Sterling Existing Notes, which are outstanding, for up to 750,000,000 Sterling PNC15 (the Sterling PNC15 Offer ), (each an Offer and together, the Offers ), on the terms and subject to conditions set out in the Offer Memorandum dated 6 March 2014 (the Offer Memorandum ). Copies of the Offer Memorandum are available from the Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Offer Memorandum. RATIONALE In 2009, the Lloyds Banking Group (the Group ) undertook a significant capital raising exercise in order to reinforce the Group s going-concern capital ratios and to meet the FSA s stress test

2 requirements. As a component of the exercise, the Group issued 33 series of ECNs, with a nominal amount of 8.4bn currently outstanding. The terms and conditions of the ECNs include a Regulatory Call Right (as defined below) should, amongst other things, the ECNs cease to be taken into account for the purposes of any stress test applied by the PRA (successor to the FSA) in respect of core capital. Whilst still uncertain, management of believes recent developments resulting in higher capital requirements for banks, including a changed definition of core capital, make it likely that the ECNs will not provide going concern benefit under future stress tests. These recent developments include: a requirement in the CRR that with effect from 1 January 2014 convertible ( AT1 ) capital instruments should have a conversion trigger set at no less than per cent. CET1 Ratio ( CET1 Ratio means the ratio of a firm s common equity tier 1 capital to its risk weighted assets, and calculated in accordance with the end-point requirements of CRD IV); statements by the PRA in late 2013 that a conversion trigger of per cent. CET1 Ratio may not convert in time to prevent the failure of a firm and that it expects major UK firms to meet a 7 per cent. CET1 Ratio determined in accordance with the end-point requirements of CRD IV; a statement by the EBA in January 2014 that tier 2 instruments must have a conversion trigger above a 5.5 per cent. CET1 Ratio to be recognised in its forthcoming stress tests; and an announcement by the PRA that, following a consultation commenced in October 2013, it expects to revise stress testing methodology and pass marks in As a result of differences in definition, the Group s CET1 Ratio is substantially lower than the core tier 1 ratio on which the conversion trigger of the ECNs is based. As at 31 December 2013, the difference was 4.0 per cent. Applying the same difference to the 5.0 per cent. core tier 1 ratio used as the ECN conversion trigger gives a 1.0 per cent. CET1 Ratio determined in accordance with end-point requirements of CRD IV, well below the CRR minimum requirements. The Group is today launching prioritised exchange offers to eligible holders of ECNs to exchange their ECNs for new AT1 securities at a price consistent with current trading prices. The offers provide eligible holders with a means to eliminate the uncertainty around the Regulatory Call Right in the ECNs. In addition, such exchange offers are expected to result in sufficient AT1 securities being issued to meet the Group s medium-term AT1 target. Regulatory Calls of Existing Notes Pursuant to the terms and conditions of the Existing Notes, should any Series of Existing Notes cease to qualify for inclusion in the lower tier 2 capital of the Group or, as a result of changes to the Regulatory Capital Requirements (as defined in the terms and conditions of the Existing Notes) or the interpretation or application thereof by the PRA, cease to be taken into account for the purposes of any stress test applied by the PRA, in each case as more fully described in condition 8(e) of the terms and conditions of the relevant Existing Notes, the issuer of the relevant Series of Existing Notes has the right, which is subject to various conditions as described in condition 8(b) of the terms and conditions of the relevant Existing Notes, to call such Series (the Regulatory Call Right ). 2

3 There can be no assurance that the Existing Notes will continue to count for the purposes of stress tests to be applied by the PRA to the Group. For most Series of Existing Notes, the relevant Regulatory Call Price (being par or the applicable Make Whole Redemption Price (as defined in the terms and conditions of the relevant Existing Notes), as the case may be, together with accrued but unpaid interest) is substantially lower than the Price pursuant to the relevant Offer. The Regulatory Call Right applies to each separate Series of Existing Notes and, where available, the relevant Offeror may choose which individual Series to call. If the Regulatory Call Right were, by its terms, ever to become exercisable and the relevant Offeror wished to make use of it, LBG and the Offerors currently intend that they would prioritise the redemption of those Series of Existing Notes some part of which Series is accepted for exchange in one of the Offers and (if such Series is subject to the Retail Holdings Offer) accepted for purchase in the Retail Holdings Offer, or which rank in the relevant Priority or (if such Series is subject to the Retail Holdings Offer) the tender priority pursuant to such Retail Holdings Offer, ahead of those Series of Existing Notes which have been so accepted for exchange or purchase except if the relevant Series of Existing Notes is pro-rated by the relevant Offeror pursuant to the relevant Offer. Concurrently with the Offers, LBG 1 and LBG 2 are inviting holders of certain of their U.S. dollar denominated ECNs to exchange such securities pursuant to the Global U.S. Dollar Offer (as defined in the Offer Memorandum). Further, LBG 1 and LBG 2 are inviting certain eligible retail holders of their sterling denominated Existing Notes to sell such securities to LBG 1 or LBG 2 (as applicable) for cash pursuant to the Retail Holdings Offer (as defined in the Offer Memorandum). Only the Offers are being made by means of the Offer Memorandum. Documentation in relation to the Global U.S. Dollar Offer and the Retail Holdings Offer will be or has been published separately. THE EXCHANGE OFFER The Existing Notes The tables below identify the Series of Existing Notes which are subject to the Offers and the Priority for each Offer. The euro denominated Existing Notes set out under the heading Euro PNC6 Offer Existing Notes below, the sterling denominated Existing Notes set out under the heading Sterling PNC5 Offer Existing Notes below, the sterling denominated Existing Notes set out under the heading Sterling PNC9 Offer Existing Notes below and the sterling denominated Existing Notes set out under the heading Sterling PNC15 Offer Existing Notes below, together, comprise the Existing Notes. Holders may only Offer to their Existing Notes for the Series of specified in the column of the relevant table headed Eligible Series of in accordance with the relevant Price. The relevant Offeror will pay, or procure payment to, Holders, in respect of their Existing Notes which are accepted for exchange, an Accrued Interest Payment and a Cash Rounding Amount (if applicable) set out in the Offer Memorandum on the relevant Settlement Date. Each of the Offers will be treated independently by the Offerors. 3

4 Euro PNC6 Offer Existing Notes ISIN Issuer / Guarantor(s) Current Coupon Amount Outstanding Maturity Date Price (%) Eligible Series of Acceptance Priority Level XS LBG Capital No.1 plc / 6.439% 710,523, May XS LBG Capital No.2 plc / XS LBG Capital No.1 plc / XS LBG Capital No.2 plc / XS LBG Capital No.1 plc / XS LBG Capital No.1 plc / XS LBG Capital No.2 plc / 6.385% 661,955, May % 226,172, October % 125,330,000 7 February Euro % 94,737, March month EURIBOR +3.1% per annum Floating Rate 53,040, March % 486,527, December Sterling PNC5 Offer Existing Notes ISIN Issuer / Guarantor(s) Current Coupon Amount Outstanding Maturity Date Price (%) Eligible Series of Acceptance Priority Level XS LBG Capital No.1 plc / % 736,211, March XS LBG Capital No.1 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.1 plc / % 331,070, December % 207,563,000 7 February % 151,422,000 9 December Sterling PNC % 96,731, December % 4,056, December Sterling PNC9 Offer Existing Notes ISIN Issuer / Guarantor(s) Current Coupon Amount Outstanding Maturity Date Price (%) Eligible Series of Acceptance Priority Level XS LBG Capital No.1 plc / % 732,276, May XS LBG Capital No.1 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / 7.869% 596,665, August % 147,591, July Sterling PNC % 57,230, August % 38,589,000 4 November

5 Sterling PNC15 Offer Existing Notes ISIN Issuer / Guarantor(s) Current Coupon Amount Outstanding Maturity Date Price (%) Eligible Series of Acceptance Priority Level XS LBG Capital No.1 plc / 7.975% 102,050, September XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / XS LBG Capital No.2 plc / % 95,100, September % 79,450, January % 68,740, September % 61,350, December % 57,390, February Sterling PNC % 35,274,000 1 September % 107,439, July % 104,316,000 7 June % 775,158, December % 67,853, January The The table below identifies certain key characteristics of the perpetual subordinated contingent capital securities to be issued by LBG pursuant to the Offers. Eligible Existing Notes Euro PNC6 Offer Sterling PNC5 Offer Sterling PNC9 Offer Sterling PNC15 Offer Currency Capital Type Initial Coupon EUR GBP GBP GBP Additional Tier 1 Additional Tier 1 Additional Tier 1 Additional Tier 1 New Issue Price First Call Date/Optional Redemption Date % 100% On or around 27 June % 100% On or around 27 June % 100% On or around 27 June %. 100% On or around 27 June 2029 Additional Conversion Tier 1 Price Reset Coupon Reset Reference Rate plus 5.29% Reset Reference Rate plus 5.06% Reset Reference Rate plus 5.01% Reset Reference Rate plus 4.83% Minimum New Issue Size Maximum New Issue Size ,000, ,000, ,000,000 1,250,000, ,000,000 1,250,000, ,000, ,000,000 The Euro will be in registered form in denominations of 200,000 and integral multiples of 1,000 in excess thereof, and will initially be issued in global form. 5

6 Each series of Sterling will be in registered form in denominations of 200,000 and integral multiples of 1,000 in excess thereof, and will initially be issued in global form. The will not be listed or admitted to trading on issue. Applications are intended to be made for each Series of to be admitted to trading on the Global Market of the Irish Stock with such admission intended to occur within two months of the relevant Settlement Date. Further details of the are set out in the Offer Memorandum. Offers to Holders of Existing Notes should refer to the detailed terms of the Offer Memorandum in order to ascertain how to validly Offer to their Existing Notes in accordance with the terms of the relevant Offer(s) and the requirements of the relevant Clearing System(s). Notwithstanding any other provision of the Offer Memorandum, whether the relevant Offeror accepts Offers to from Holders is at its sole and absolute discretion and the Offerors may decide not to accept Offers to for any reason. Holders whose Existing Notes Offered for are not accepted, or who do not participate in the relevant Offer, will not be eligible to receive in exchange for such Existing Notes and (unless successfully tendered in the Retail Holdings Offer where that is available to such Holder) shall continue to hold such Existing Notes subject to their terms and conditions. None of the Offerors, the Global Co-ordinators and Joint Lead Dealer Managers, Joint Lead Dealer Managers and the Joint Dealer Managers (together, the Dealer Managers ), the Trustee or the Agent (or their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding the Offer Memorandum or the Offers, or any recommendation as to whether Holders of Existing Notes should participate in the Offers. Minimum Offer Amount No Offer to Existing Notes will be accepted unless such Offer to relates to a sufficient principal amount of such Existing Notes (the Minimum Offer Amount ) at least equal to 200,000, in the case of each Series of the Euro Existing Notes, or 200,000, in the case of each Series of Sterling Existing Notes (both before and after scaling, if any). Minimum and Maximum New Issue Size Each Offer is conditional upon receiving valid Offers to that, if and when accepted, would result in LBG issuing of the relevant Series satisfying the relevant Minimum New Issue Size Condition (the Minimum New Issue Size being as set out in the column entitled Minimum New Issue Size of the table set out under the heading The above). The Offers are not inter-conditional and the Offerors expect to proceed with any other Offer where the Minimum New Issue Size has been reached. If the Minimum New Issue Size for a Series of is not reached, the Offerors reserve the right (at their sole discretion) to waive the Minimum New Issue Size Condition or reduce the Minimum New Issue Size and to proceed with the relevant Offer. 6

7 The aggregate principal amount of of a particular Series to be issued will be capped at the relevant Maximum New Issue Size (as set out in the column entitled Maximum New Issue Size of the table set out under the heading The above). The Offerors reserve the right (in their sole discretion) to increase, decrease or waive each specific Maximum New Issue Size. Further of the same or different series may be issued in the future for cash or otherwise. The Maximum New Issue Size applicable to each Offer is independent from those set for the other Offers. Price, Accrued Interest and Cash Rounding Amounts Holders who validly Offer to their Existing Notes at or prior to the Expiration Time and whose Offers to are accepted will receive of the relevant Series in an amount (rounded down to the nearest 1,000 or 1,000, as applicable) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Price, subject to the requirement for each Holder to exchange at least the relevant Minimum Offer Amount. Such Holders will also receive any applicable Accrued Interest Payments and Cash Rounding Amounts (if applicable). Acceptance Priority Level and Scaling The Acceptance Priority Level is the relative ranking of a Series of Existing Notes in the relevant numerical order of acceptance priority for each Series of Existing Notes in an Offer (the Priority ). The maximum aggregate principal amount of each Series of Existing Notes that may be accepted for exchange by the Offerors in any Offer will be based on the Priority set out in the column entitled Acceptance Priority Level in each table set out under the heading The Existing Notes above (in each case, with the Existing Notes that are ascribed Acceptance Priority Level 1 having the highest priority for acceptance). Upon expiration of the relevant Offer Period, Offerors may (but have no obligation to Holders to) accept Offers to and, if they do so accept, will do so in accordance with the Priority for the relevant Offer. The Offerors intend to accept Offers to until either (i) they have accepted all of the Existing Notes validly offered and eligible for exchange or (ii) the aggregate principal amount of the relevant Series of to be issued in exchange for Existing Notes is the maximum such amount that can be issued without exceeding the relevant Maximum New Issue Size, all in accordance with the operation of the relevant Priority. Where the acceptance in accordance with the relevant Priority of all valid Offers to of a Series of Existing Notes would require a greater aggregate principal amount of the relevant Series of to be issued than the relevant Maximum New Issue Size, in the case of the Series of Existing Notes with the lowest ranking Acceptance Priority Level that is being accepted for exchange only, the relevant Offeror will accept such Offers to on a pro rata basis, as described in the Offer Memorandum, and the relevant Offeror will not accept any Offers to in respect of any Series of Existing Notes with a lower ranking Acceptance Priority Level in the relevant Priority than that Series of Existing Notes. The Priority applicable to each Offer is independent from those set for the other Offers. 7

8 Indicative Timetable of Events The times and dates below are indicative only. The below times and dates are subject, where applicable, to the right of the Offerors to extend, re-open, amend, waive any condition of, terminate and/or withdraw any one or more of the Offers (subject to applicable law and as provided in the Offer Memorandum). Accordingly, the actual timetable for any one or more of the Offers may differ significantly from the expected timetable set out below. Events Commencement of the Offer Period Offers announced and notice of the Offers submitted to the Clearing Systems and published via RNS. Offer Memorandum available from the Agent. Dates and Times (All times are London time) 6 March Expiration Date and Time Deadline for receipt of all Electronic Instruction Notices. End of the relevant Offer Period p.m. on 19 March Results Announcement Date On the relevant Results Announcement Date, the Offerors will announce: (i) whether valid Offers to pursuant to the relevant Offer are accepted by the relevant Offeror, (ii) the aggregate principal amounts of each relevant Series of the Existing Notes the relevant Offeror will be accepting for exchange, (iii) the satisfaction or waiver of the relevant Minimum New Issue Size Condition, (iv) in respect of the relevant Offer, whether Offers to for each Series of Existing Notes included in that Offer are to be accepted in full (if at all) or on a pro rata basis and, where accepted on a pro rata basis, the extent to which such Offers to will be scaled, (v) the relevant New Issue Amount and (vi) the relevant Settlement Date. Expected to be on or around 20 March Settlement Date 8

9 Settlement Date for each of the Offers, including (i) delivery of the Additional Tier 1 in exchange for Existing Notes validly Offered for and accepted and (ii) payment of Accrued Interest Payments and Cash Rounding Amounts (if any). Expected to be on or around 1 April Holders are advised to check with any bank, securities broker, Clearing Systems or other Intermediary (as defined below) through which they hold their Existing Notes whether such Intermediary applies different deadlines for any of the events specified in the Offer Memorandum, and then to allow for such deadlines if the deadlines set by such persons are prior to the deadlines set out in the Offer Memorandum. General The Offerors may, in their sole discretion, extend, re-open, amend, waive any condition of, terminate and/or withdraw any one or more of the Offers at any time (subject to applicable law and as provided in the Offer Memorandum). Details of any such extension, re-opening, amendment, waiver (if permitted), termination and/or withdrawal will be announced wherever applicable as provided in the Offer Memorandum as soon as reasonably practicable after the relevant decision is made. Electronic Instruction Notices will be irrevocable once submitted, except in the limited circumstances described in the section entitled Terms of the Offers 13. Revocation Rights of the Offer Memorandum. Holders are advised to read carefully the Offer Memorandum for full details of and information on the procedures for participating in the Offers. Unless stated otherwise, announcements will be made by the Offerors (i) by the issue of a press release to a Notifying News Service, (ii) by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants, (iii) through RNS. Announcements and (iv) by publication on the website of LBG: Announcements may also be found on the relevant Reuters International Insider Screen. Copies of all such announcements, press releases and notices can also be obtained from the Agent, the contact details for which are specified below. In addition, holders of Existing Notes may contact the Dealer Managers for information using the contact details specified below. For further information please contact: For analysts: Charles King Director of Investor Relations Lloyds Banking Group charles.king@lloydsbanking.com For press: Matt Smith Media Relations matt.smith@lloydsbanking.com

10 Requests for information in relation to, and for any documents or materials relating to, the Offers should be directed to: EXCHANGE AGENT Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP Tel: Attention: Sunjeeve Patel/David Shilson/Victor Parzyjagla Any questions regarding the terms of the Offers may be directed to any of the Dealer Managers listed below: BofA Merrill Lynch Merrill Lynch International 2 King Edward Street London EC1A 1HQ Attention: John Cavanagh Tel: john.m.cavanagh@baml.com Attention: Karl Bystedt Wikblom Tel: karl.bystedtwikblom@baml.com GLOBAL CO-ORDINATORS & JOINT LEAD DEALER MANAGERS Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB Tel: liabilitymanagement.eu@gs.com JOINT LEAD DEALER MANAGERS 10 Gresham Street London EC2V 7AE Attention: Keval Shah Tel: keval.shah@lloydsbanking.com Attention: Akis Psarris Tel: akis.psarris@lloydsbanking.com Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Tel: liability.management@db.com UBS Limited 1 Finsbury Avenue London EC2M 2PP Tel: mark-t.watkins@ubs.com / mahmoud.abdelaal@ubs.com Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB Tel: eu.lm@barclays.com Crédit Agricole Corporate and Investment Bank Broadwalk House 5 Appold Street London EC2A 2DA Attention: Liability Management Tel: liability.management@ca-cib.com JOINT DEALER MANAGERS BNP Paribas 10 Harewood Avenue London NW1 6AA Tel: liability.management@bnpparibas.com Credit Suisse (Europe) Limited One Cabot Square Canary Wharf London E14 4QJ Attention: Liability Management Desk Tel: liability.management@credit-suisse.com Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB Tel: liabilitymanagement.europe@citi.com HSBC Bank plc 8 Canada Square London E14 5HQ Tel: liability.management@hsbcib.com J.P. Morgan plc 25 Bank Street Canary Wharf London E14 5JP Attention: Liability Management Tel: / EMEA_LM@jpmorgan.com Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA Attention: Liability Management Tel: liabilitymanagementeurope@morganstanley.com 10

11 DISCLAIMER This announcement must be read in conjunction with the Offer Memorandum. This announcement and the 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 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 stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing 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 Agent or the Offerors makes any recommendation as to whether Holders should offer Existing Notes for exchange pursuant to the Offers. OFFER RESTRICTIONS This announcement and the Offer Memorandum does not constitute an offer or an invitation to participate in the Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make the relevant offer or invitation under applicable laws. The distribution of this announcement and the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Offer Memorandum comes are required by each of the Offerors, the Dealer Managers and the Agent to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Agent that would constitute a public offering of the other than the preparation of the Offer Memorandum in compliance with articles 652a and 1156 of the Swiss Code of Obligations for purposes of making the Offer in Switzerland. United States The Offers are 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 and the internet. The Existing Notes may not be Offered for 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. Act of 1933, as amended (the Act ) or to U.S. persons as defined in Regulation S of the Act (each a U.S. person ). Accordingly, copies of this announcement, the Offer Memorandum and any other documents or materials relating to any one or more of 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 or to U.S. persons. Any purported Offer to Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to made by a person located in the United States or any agent, fiduciary or other Intermediary (as defined below) acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. The Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Act. The Existing Notes, the guarantees in respect thereof and the have not been, and will not be, registered under the Act or the securities laws of any state or 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. The purpose of the Offer Memorandum is limited to the Offers, and the Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Act. Each Holder of Existing Notes participating in one or more of the Offers will be deemed to represent that it is not a U.S. person and it is not located in the United States and is not participating in such an 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 an Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. Belgium None of this announcement, the Offer Memorandum nor any other documents or materials relating to any one or more of the Offers 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 Offers 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 ) or as defined in Article 3 of the 11

12 Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the Belgian Prospectus Law ), both as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Offer Memorandum nor any other documents or materials relating to any one or more of the Offers (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 persons which are qualified investors in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, 4 of the Belgian Takeover Law and Article 3, 4 of the Belgian Prospectus Law. This announcement and the Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium. France The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Offer Memorandum nor any other documents or offering materials relating to any one or more of the Offers have 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 and D to D of the French Code monétaire et financier, are eligible to participate in any one or more of the Offers. This announcement and the Offer Memorandum have not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers. Italy None of the Offers, this announcement, the Offer Memorandum nor any other documents or materials relating to any one or more of the Offers 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 Offers are being carried out in the Republic of 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 of 14 May 1999, as amended (the Issuers Regulation ). Accordingly, the Offers are only addressed to holders of Existing Notes located in the Republic of Italy who are qualified investors (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 34-ter, paragraph 1, letter b) of the Issuers Regulation. A holder of Existing Notes located in the Republic of Italy that qualifies as a qualified investor can tender Existing 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 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Offers. The communication of this announcement, the Offer Memorandum and any other documents or materials relating to any one or more of the Offers are 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 FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Group or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated. Isle of Man The communication of this announcement, the Offer Memorandum and any other documents or materials relating to any of the Offers has not been or will not be registered or filed as a prospectus with any governmental or other authority in the Isle of Man and the Offer Memorandum and the issue of the have not been approved by the Isle of Man Financial Supervision Commission. Any offer for subscription, sale or exchange of the in or from the Isle of Man must be made: 12

13 (a) (b) (c) by an Isle of Man financial services licence holder appropriately licensed under section 7 of the Financial Services Act 2008 to do so; in accordance with any relevant exclusion contained within the Regulated Activities Order 2011; or in accordance with any available relevant exemption contained within the Financial Services (Exemptions) Regulations Jersey The communication of this announcement, the Offer Memorandum and any other documents or materials relating to any of the Offers is not subject to and has not received approval from either the Jersey Financial Services Commission or the Registrar of Companies in Jersey and no statement to the contrary, explicit or implicit, is authorised to be made in this regard. The being offered may be offered or sold in Jersey only in compliance with the provisions of the Control of Borrowing (Jersey) Order Guernsey The communication of this announcement, the Offer Memorandum and any other documents or materials relating to any of the Offers has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey. The communication of this announcement, the Offer Memorandum and any other documents or materials relating to any of the Offers may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, General The Dealer Managers and the Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement and the Offer Memorandum or any of the Offers. Each Agent is the agent of the Offerors and owes no duty to any Holder. None of the Offerors, the Dealer Managers, the Trustee or the Agent makes any recommendation as to whether or not Holders should participate in any one or more of the Offers. The Offers do not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the relevant Offer to be made by a licensed broker or dealer and either of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the relevant Offer shall be deemed to be made on behalf of the Offerors by such Dealer Manager or affiliate (as the case may be) in such jurisdiction. 13