IMPORTANT NOTICE
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 OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW) OR TO ANY U.S. PERSON. IN PARTICULAR, THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM SHALL NOT BE DISTRIBUTED, TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC TRANSMISSION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, AND PERSONS RECEIVING THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM MUST NOT DISTRIBUTE, FORWARD, MAIL, TRANSMIT OR SEND IT OR ANY RELATED DOCUMENTS IN, INTO OR FROM THE UNITED STATES OR TO ANY U.S. PERSON. FOR THE PURPOSES OF THIS NOTICE, “THE 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 AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR THE TENDER OFFER MEMORANDUM.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED (AND INCLUDING AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED) (“MAR”).
INEOS FINANCE PLC ANNOUNCES THE RESULTS OF THE OFFERS TO PURCHASE NOTES FOR CASH
INEOS Finance plc (the “Issuer”) announces the results of the previously announced invitation to holders of its (i) 21/8% Senior Secured Notes due 2025 and held pursuant to Regulation S (ISIN: XS1577947440/Common Code: 157794744) (the “2025 Senior Secured Notes”), (ii) 33/8% Senior Secured Notes due March 2026 and held pursuant to Regulation S (ISIN: XS2250349581/Common Code: 225034958) (the “March 2026 Senior Secured Notes”) and (iii) 27/8% May 2026 Senior Secured Notes due May 2026 and held pursuant to Regulation S (ISIN: XS1843437549/Common Code: 184343754) (the “May 2026 Senior Secured Notes”) (each, a “Series” and, together, the “Notes”), to tender such Notes for purchase for cash (each such invitation, an “Offer” and, together, the “Offers”) subject to satisfaction of the New Financing Condition and the General Conditions and the other terms and conditions described in the Tender Offer Memorandum dated 22 January 2024 (the “Tender Offer Memorandum”). Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Offers were launched by the Issuer on 22 January 2024 and expired at 17:00 CET on 30 January 2024 (the “Expiration Deadline”).
At the Expiration Deadline, (i) € 312,204,000 aggregate principal amount of 2025 Senior Secured Notes, (ii) € 246,884,000 aggregate principal amount of March 2026 Senior Secured Notes and (iii) € 488,848,000 aggregate principal amount of May 2026 Senior Secured Notes had been validly tendered pursuant to the relevant Offer.
The following table sets forth certain information relating to the results of the respective Offers:
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Issuer |
Description of Notes |
ISIN/Common Code |
Aggregate Principal Amount of Notes Validly Tendered |
Series Acceptance Amount |
Pro-Ration Factor |
Purchase Price |
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INEOS Finance plc (the “Issuer”) |
21/8% Senior Secured Notes due November 2025 (the “2025 Senior Secured Notes”) |
XS1577947440/157794744 |
€ 312,204,000 |
€ 312,204,000 |
N/A |
98.000 per cent. |
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33/8% Senior Secured Notes due March 2026 (the “March 2026 Senior Secured Notes”) |
XS2250349581/225034958 |
€ 246,884,000 (2)(4) |
€ 246,884,000 |
N/A |
99.250 per cent. |
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27/8% Senior Secured Notes due May 2026 (the “May 2026 Senior Secured Notes”)
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XS1843437549/184343754 |
€ 488,848,000 (3)(4) |
€ 488,848,000 |
N/A |
98.250 per cent. |
The Maximum Acceptance Amount and aggregate Purchase Consideration for the Offers is € 1,031,285,450.00.
Note:
- The Aggregate Principal Amount of Notes Validly Tendered comprises 2025 Senior Secured Notes held pursuant to Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”) (ISIN: XS1577947440 / Common Code: 157794744), and does not include the notes issued under the 2025 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS1577946129 / Common Code: 157794612) (the “Rule 144A 2025 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the 2025 Senior Secured Notes was only in respect of the 2025 Senior Secured Notes held pursuant to Regulation S under the Securities Act.
- The Aggregate Principal Amount of Notes Validly Tendered comprises March 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act (ISIN: XS2250349581 / Common Code: 225034958), and does not include the notes issued under the March 2026 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS2250349409 / Common Code: 225034940) (the “Rule 144A March 2026 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the March 2026 Senior Secured Notes was only in respect of the March 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act.
- The Aggregate Principal Amount of Notes Validly Tendered comprises May 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act (ISIN: XS1843437549 / Common Code: 184343754), and does not include the notes issued under the May 2026 Senior Secured Notes Indenture and held pursuant to Rule 144A under the Securities Act (ISIN: XS1843437382 / Common Code: 184343738) (the “Rule 144A May 2026 Senior Secured Notes”). For the avoidance of doubt, the Offer made pursuant to the Tender Offer Memorandum in respect of the May 2026 Senior Secured Notes was only in respect of the May 2026 Senior Secured Notes held pursuant to Regulation S under the Securities Act.
- Certain of the Issuer’s ultimate shareholders and entities controlled by one or more of them (the “Permitted Holders”) participated in the Offers. The Issuer has accepted for purchase 2025 Senior Secured Notes in an aggregate principal amount of € 21,139,000, March 2026 Senior Secured Notes in an aggregate principal amount of € 32,500,000 and May 2026 Senior Secured Notes in an aggregate principal amount of € 78,000,000 from the Permitted Holders.
All Noteholders whose Notes have been validly tendered and accepted for purchase by the Issuer are eligible to receive the Purchase Price (as set out above) plus accrued and unpaid interest on those Notes from (and including) the interest payment date for such Series of Notes up to (but excluding) the Settlement Date (as defined below).
Subject to satisfaction in full or waiver of the New Financing Condition and/or the General Conditions, the Issuer expects to make payment for the Notes of each Series of Notes validly tendered and accepted for purchase on 7 February 2024 (the “Settlement Date”). Such payment through the Clearing Systems will discharge the payment obligations of the Issuer in respect of payment of the Purchase Price and Accrued Interest. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Noteholders by any of the Clearing Systems.
Following cancellation of the Notes validly tendered and accepted for purchase, the aggregate principal amount of the Issuer’s (i) 21/8% Senior Secured Notes due 2025 remaining outstanding on the Settlement Date under the 2025 Senior Notes Indenture (which, for the avoidance of doubt, includes the 2025 Senior Secured Notes and the Rule 144A 2025 Senior Secured Notes) will amount to € 237,796,000, (ii) 33/8% Senior Secured Notes due March 2026 remaining outstanding on the Settlement Date under the March 2026 Senior Secured Notes Indenture (which, for the avoidance of doubt, includes the March 2026 Senior Secured Notes and the Rule 144A March 2026 Senior Secured Notes) will amount to € 78,116,000 and (iii) 27/8% May 2026 Senior Secured Notes due May 2026 remaining outstanding on the Settlement Date under the May 2026 Senior Secured Notes Indenture (which, for the avoidance of doubt, includes the May 2026 Senior Secured Notes and the Rule 144A May 2026 Senior Secured Notes) will amount to € 281,152,000.
The Issuer, its parent entities and their respective subsidiaries also reserve the right at any time or from time to time following completion of the Offers to engage in open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise (including, without limitation, those offered pursuant to the Offers but not accepted for purchase), in each case on terms that may be more or less favourable than those contemplated by the Offers.
Further Information
Any questions or requests for assistance in connection with (i) the Offers, may be directed to any of Crédit Agricole Corporate and Investment Bank, Goldman Sachs International or J.P. Morgan Securities plc and (ii) the tender of the Notes may be directed to the Tender Agent, the contact details for each of which are provided on the back cover of this announcement.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offers were made only pursuant to the Tender Offer Memorandum, and the information in this announcement is qualified by reference to the Tender Offer Memorandum.
This announcement is released by INEOS Finance plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of MAR, encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended), this announcement is made by Graeme Leask, Director at INEOS Finance plc.
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THE ISSUER INEOS Finance plc |
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Requests for information in relation to the Offers should be directed to: |
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DEALER MANAGERS |
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Crédit Agricole 12 place des Etats-Unis |
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Goldman Sachs International Plumtree Court |
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J.P. Morgan Securities plc 25 Bank Street Telephone +44 207 134 4353 |
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Requests for information in relation to the procedures for tendering Notes should be directed to the Tender Agent:
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THE TENDER AGENT Kroll Issuer Services Limited The Shard Attention: Owen Morris
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DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offers were made solely pursuant to the Tender Offer Memorandum.
This announcement contains both historical and forward-looking statements. These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “could,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “probability,” “appear,” “project,” “estimate,” “intend,” “risk,” “target,” “goal,” “endeavor,” “outlook,” “optimistic,” “prospects” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All statements that address the Issuer’s or its respective parent companies’ future operating performance or events or developments that they expect or anticipate will occur in the future are forward-looking statements.
These forward-looking statements are based on the Issuer’s or the respective parent companies’ then current plans, estimates and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found in the Tender Offer Memorandum under the heading “Risk Factors.” Noteholders are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this announcement are made only as of the date of this announcement, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Issuer, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
United States
The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, by a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.
The Tender Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.
Each holder of Notes participating in an Offer will represent that it is not a U.S. Person 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 and who is not a U.S. Person. 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 Tender Offer Memorandum is being distributed only to existing Noteholders, and is only addressed to such existing Noteholders in the United Kingdom where they would (if they were clients of the Company) be per se professional clients or per se eligible counterparties of the Company within the meaning of the rules of the Financial Conduct Authority (“FCA”). The Tender Offer Memorandum is not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of the Tender Offer Memorandum should note that the Company is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Company or for providing advice in relation to the Offers.
In addition, the communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
European Economic Area (EEA)
In any European Economic Area (EEA) Member State (the “Relevant State”), the Offers are only addressed to and are only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).
Each person in a Relevant State who receives any communication in respect of the Offers contemplated in the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to with the Dealer Manager and the Issuer that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.
Belgium
Neither the Tender Offer Memorandum nor any other documents or materials relating to 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 marchés financiers/Autoriteit voor 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 as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to 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 where it concerns only securities held by “qualified investors” in the sense of Article 2(e) of the EU Prospectus Regulation, acting on their own account. The Tender Offer Memorandum has 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 Tender 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, in the Republic of France (“France”) other than to qualified investors (investisseurs qualifiés) as defined in Article L.411-2 1° of the French Code monétaire et financier. None of the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offers. The Tender Offer Memorandum, this announcement and any other document or material relating to the Offers have not been and will not be submitted for clearance to, nor approved by, the Autorité des marchés financiers.
Italy
None of the Offers, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”).
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 4 of CONSOB Regulation No. 11971 of 14 May 1999.
Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 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 the applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the Notes or the Offers.
Spain
None of any Offer, the Tender Offer Memorandum or this announcement constitutes an offer of securities to the public in Spain under Regulation (EU) 2017/1129 or a tender offer in Spain under the restated text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October, and under Royal Decree 1066/2007, of 27 July, all of them as amended, and any regulation issued thereunder.
Accordingly, the Tender Offer Memorandum and this announcement have not been and will not be submitted for approval or approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores).
Switzerland
A public offer within the meaning of the Swiss Financial Services Act (“FinSA”) may not be directly or indirectly made in Switzerland with respect to the Notes. Therefore, neither the Tender Offer Memorandum nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 35 FinSA or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offers. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offers.
Luxembourg
The Offers are only addressed to and are only directed at existing Noteholders qualifying as qualified investors within the meaning of the Prospectus Regulation.
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed in the Grand Duchy of Luxembourg other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) within the meaning of the Prospectus Regulation are eligible to participate in the Offers. The Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to, nor approved by, the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg.
Canada
The Offers are only being made, directly or indirectly, in Canada to accredited investors that are permitted clients. Any resident in Canada that receives this Tender Offer Memorandum shall be deemed to warrant that it is an accredited investor, a permitted client and was not created or used solely to purchase or hold securities as an accredited investor (if not a natural person). Noteholders, or beneficial owners of the Notes that receive this Tender Offer Memorandum have expressly requested that all documents evidencing or relating in any way to the Offers be drawn up in the English language only. Par la réception de ce document, chaque acheteur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
General
None of the Tender Offer Memorandum, this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer will be deemed to give certain other representations as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted.
Each of the Issuer, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.