Sibanye-Stillwater launches US$500 million senior unsecured assured convertible bonds due 2028
Sibanye Stillwater Restricted
Included within the Republic of South Africa
Registration quantity 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
(‘Sibanye-Stillwater’ or the ‘Group’ or the ‘Firm’)
Web site: www.sibanyestillwater.com
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR TO OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE ‘U.S. SECURITIES ACT’)), OR IN OR INTO AUSTRALIA, JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION, OFFERS OR SALES, WOULD BE PROHIBITED BY APPLICABLE LAW
Sibanye-Stillwater launches US$500 million senior unsecured assured convertible bonds due 2028
Johannesburg, 21 November 2023: Sibanye-Stillwater (JSE: SSW and NYSE: SBSW) is happy to
announce that its oblique wholly-owned subsidiary Stillwater Mining Firm (the ‘Issuer’),
has launched an providing (the ‘Providing’) of US$500 million senior, unsecured, assured
convertible bonds (the ‘Convertible Bonds’), due in November 2028 and convertible into new
and/or current Sibanye-Stillwater peculiar shares.
The proceeds are anticipated to be utilized to the development of the Group’s progress technique
together with funding the Reldan acquisition introduced on 9 November 2023, while preserving the
present stability sheet for funding current operations and tasks by way of a decrease commodity
value setting.
‘The Convertible Bond providing is one in all varied accessible financing choices, which supplies
monetary flexibility at an affordable price beneath present market circumstances, and can allow
additional supply on our strategic progress targets at an opportune time within the commodity cycle,
while sustaining stability sheet resilience and liquidity’ Sibanye-Stillwater CEO, Neal Froneman
commented.
The Issuer intends to concern the Convertible Bonds on or round 28 November 2023 (the ‘Problem
Date’) and funds in respect of the Convertible Bonds will probably be assured, collectively and
severally, by Sibanye-Stillwater and its following subsidiaries: Sibanye Gold Proprietary
Restricted, Sibanye Rustenburg Platinum Mines Proprietary Restricted, Kroondal Operations Proprietary
Restricted, Western Platinum Proprietary Restricted and Japanese Platinum Proprietary Restricted
(collectively, the ‘Guarantors’).
Discover can also be hereby given when it comes to Part 45(5) of the Corporations Act 71 of 2008 (the
‘Corporations Act’) that, when it comes to the provisions of Part 44(3) and Part 45(3) of the
Corporations Act, and pursuant to the particular decision handed on the common assembly of Sibanye-
Stillwater held on 26 Could 2023, the board of administrators of Sibanye-Stillwater (the ‘Board’) has
adopted a decision to ensure the indebtedness of different members of the Group beneath the
Providing, which assure constitutes the giving of direct and/or oblique monetary help
to associated and inter-related corporations and firms of Sibanye-Stillwater when it comes to the
provisions of Part 44(2) and Part 45(2) of the Corporations Act. Shareholders are notified
for functions of part 45(5)(a) of the Corporations Act that the Monetary Help will exceed
one-tenth of 1% of the Firm’s web value.
Having thought of all cheap monetary circumstances of Sibanye-Stillwater when it comes to and
pursuant to the provisions of Part 44 and Part 45 as learn with Part 4 of the Corporations
Act, the Board happy itself that:
• instantly after offering the monetary help referred to above, Sibanye-Stillwater
would fulfill the solvency and liquidity check contemplated in Part 4 of the Corporations
Act;
• all related circumstances and restrictions referring to the granting of such monetary
help by Sibanye-Stillwater contained in Sibanye-Stillwater’s memorandum of
incorporation are happy; and
• the phrases and circumstances on which such monetary help is to be given are honest and
cheap to Sibanye-Stillwater
The Convertible Bonds are anticipated to pay a coupon of between 4.0 % and 4.5% each year, payable
semi-annually in arrear in equal instalments on 28 Could and 28 November of every yr. The preliminary
conversion value is anticipated to be set inside a premium vary of 30% to 35% above the amount
weighted common value of Sibanye-Stillwater’s shares listed on the Fundamental Board of the JSE
Restricted (‘JSE’) between opening of buying and selling and shut of buying and selling at present, 21 November 2023,
transformed into US$ utilizing the USD-ZAR alternate fee on the shut of buying and selling on the JSE.
The conversion value will probably be topic to customary changes pursuant to the phrases and
circumstances of the Convertible Bonds (the ‘Phrases and Circumstances’), together with, amongst different issues,
dividends paid by Sibanye-Stillwater.
The Convertible Bonds, topic to the receipt of the requisite approval by a common assembly of
the shareholders of Sibanye-Stillwater (the ‘Shareholder Resolutions’), which common assembly
shall be convened not later than the date falling 9 months after the Problem Date, will probably be
convertible into Extraordinary Shares, pursuant to the Phrases and Circumstances. Previous to, and/or absent
such approval, holders of the Convertible Bonds will, on conversion, obtain a money quantity equal
to the worth of the underlying Extraordinary Shares. The dates and occasions of the final assembly will
be communicated sooner or later.
At any time after the date of the primary common assembly of the shareholders of Sibanye-Stillwater
following the Problem Date, for as long as the Shareholder Resolutions haven't been authorised, the
Issuer reserves the best, on giving discover to the holders of the Convertible Bonds, to redeem,
all however not some solely of, the Convertible Bonds on the better of: i) 102% of their principal
quantity, and ii) 102% of their honest market worth, in every case plus accrued however unpaid curiosity
(all as extra absolutely described within the Phrases and Circumstances).
The Convertible Bonds will probably be issued at 100% of their principal quantity (i.e. US$200,000 per
Convertible Bond). Until beforehand redeemed, transformed or bought and cancelled, the
Convertible Bonds will probably be redeemed at their principal quantity (plus accrued however unpaid curiosity)
on or round 28 November 2028. The Issuer can have the choice to redeem all, however not just some
of the Convertible Bonds at their principal quantity (plus accrued however unpaid curiosity) in accordance
with the Phrases and Circumstances at any time (i) on or after 19 December 2026, if the worth of the
Extraordinary Shares underlying a Convertible Bond is the same as or exceeds US$260,000 for a specified
time period, or (ii) if 15% or much less of the mixture principal quantity of the Convertible Bonds
stays excellent (all as extra absolutely described within the Phrases and Circumstances).
Software is anticipated to be made for the Convertible Bonds to be admitted to buying and selling on the
Open market (Freiverkehr) section of the Frankfurt Inventory Change inside 90 days following the
Problem Date.
Within the context of the Providing, the Issuer, Sibanye-Stillwater, the opposite Guarantors and Sibanye-
Stillwater’s different subsidiaries have agreed to a lock-up referring to fairness and equity-related
securities for a interval commencing on pricing and ending 90 calendar days following the Problem
Date, topic to sure exceptions and waiver by the Joint World Coordinators and Joint
Bookrunners.
The Convertible Bonds will probably be provided by the use of an accelerated bookbuild to certified buyers
solely. The ultimate phrases of the Convertible Bonds are anticipated to be introduced after pricing which
is anticipated later at present.
The Issuer and Sibanye-Stillwater intend to substitute RecycleOne Metals US Holdings Inc.
(‘RecycleOne’), an oblique subsidiary firm of Sibanye-Stillwater integrated within the State
of Delaware, instead of the Issuer as main obligor beneath the Convertible Bonds following the
Problem Date. Such substitution shall be effected topic to, and upon completion of, the supposed
accession of RecycleOne as a further guarantor (i) beneath the USD675 million 4.000% senior
notes due 2026 and the USD525 million 4.500% senior notes due 2029, each of which have been issued by
the Issuer in 2021 and assured by Sibanye-Stillwater, and (ii) beneath the principal credit score
services of the Group. Upon such substitution, the Issuer shall collectively and severally assure
(with the Guarantors listed above) the fee obligations of RecycleOne beneath the Convertible
Bonds.
Absa Financial institution, BMO Capital Markets, BofA Securities and Goldman Sachs are appearing as Joint World
Coordinators and Joint Bookrunners for the Providing (the ‘Bookrunners’).
About Sibanye-Stillwater
Sibanye-Stillwater is a multinational mining and metals processing group with a various portfolio
of operations, tasks and investments throughout 5 continents. The Group can also be one of many
foremost international recyclers of PGM autocatalysts and has pursuits in main mine tailings
retreatment operations.
Sibanye-Stillwater has established itself as one of many world’s largest main producers of
platinum, palladium, and rhodium and is a prime tier gold producer. It additionally produces and refines
iridium and ruthenium, nickel, chrome, copper and cobalt. The Group has not too long ago begun to construct
and diversify its asset portfolio into battery metals mining and processing and is growing its
presence within the round economic system by rising and diversifying its recycling and tailings
reprocessing operations globally. For extra info check with www.sibanyestillwater.com.
Investor relations contact:
Electronic mail: ir@sibanyestillwater.com
James Wellsted
Government Vice President: Investor Relations and Company Affairs
Tel: +27 (0) 83 453 4014
Web site: www.sibanyestillwater.com
Joint World Coordinators and Joint Bookrunners:
Absa Financial institution Restricted (‘Absa Financial institution’)
BMO Capital Markets Restricted (‘BMO Capital Markets’)
Merrill Lynch Worldwide (‘BofA Securities’)
Goldman Sachs Worldwide (‘Goldman Sachs’)
Sponsor: J.P. Morgan Equities South Africa Proprietary Restricted
FORWARD LOOKING STATEMENTS
This announcement accommodates forward-looking statements throughout the that means of the ‘secure harbour’ provisions
of the USA Non-public Securities Litigation Reform Act of 1995. All statements apart from statements
of historic truth included on this announcement could also be forward-looking statements. Ahead-looking
statements could also be recognized by way of phrases akin to ‘will’, ‘would’, ‘anticipate’, ‘forecast’, ‘potential’,
‘could’, ‘may’, ‘imagine’, ‘goal’, ‘anticipate’, ‘goal’, ‘estimate’ and phrases of comparable that means.
These forward-looking statements, together with, amongst others, these referring to Sibanye-Stillwater Restricted’s
(‘Sibanye-Stillwater’) future enterprise prospects, monetary positions, manufacturing and operational steering,
local weather and ESG-related statements, targets and metrics, enterprise methods, plans and targets of
administration for future operations and skill to finish or efficiently combine ongoing and future
acquisitions, are essentially estimates reflecting the very best judgement of Sibanye-Stillwater’s senior
administration. Readers are cautioned to not place undue reliance on such statements.
Ahead-looking statements contain quite a few identified and unknown dangers, uncertainties and different components,
a lot of that are troublesome to foretell and customarily past the management of Sibanye-Stillwater that would
trigger its precise outcomes and outcomes to be materially completely different from historic outcomes or from any future
outcomes expressed or implied by such forward-looking statements. As a consequence, these forward-looking
statements ought to be thought of in gentle of varied necessary components, together with these set forth in Sibanye-
Stillwater’s 2022 Built-in Report and annual report on Kind 20-F filed with the USA Securities
and Change Fee on 24 April 2023 (SEC File no. 333-234096). These forward-looking statements communicate
solely as of the date of this announcement. Sibanye-Stillwater expressly disclaims any obligation or
enterprise to replace or revise any forward- wanting assertion (besides to the extent legally required).
This announcement accommodates sure forward-looking statements in regards to the future outlook of the issuer and
the guarantors. By their nature, any statements about future outlook contain threat and uncertainty as a result of
they relate to occasions and depend upon circumstances which will or could not happen sooner or later. Precise outcomes,
efficiency or outcomes could differ materially from any outcomes, efficiency or outcomes expressed or implied
by such forward-looking statements.
No illustration or guarantee is given in relation to any forward-looking statements made by the issuer or
the guarantors or any of the joint international coordinators, together with as to their completeness or accuracy.
Neither the issuer nor the guarantors undertake to replace any forward-looking statements whether or not as a
results of new info, future occasions or in any other case. Nothing on this announcement ought to be construed as
a revenue forecast.
IMPORTANT NOTICE
This announcement is directed completely at market professionals and institutional buyers, being
‘certified buyers’ throughout the that means of the prospectus regulation, and is for info functions
solely and isn't to be relied upon in substitution for the train of unbiased judgement.
It isn't supposed as funding recommendation and not at all is it for use or thought of as an
supply to promote, or a solicitation of a suggestion to purchase, any safety neither is it a suggestion to purchase or
promote any safety.
An funding within the bonds and/or the peculiar shares to be issued or transferred and delivered upon
conversion of the bonds and/or notionally underlying the bonds (along with the ensures in respect of
the bonds (the ‘ensures’), the ‘securities’) entails a excessive diploma of threat. Any resolution to buy
any of the securities ought to solely be made on the premise of an unbiased overview by a potential investor
of the issuer’s and the guarantors’ publicly accessible info. Neither the joint international coordinators
nor any of their respective associates settle for any duty or legal responsibility arising from the usage of, or
make any illustration or guarantee, specific or implied, as to the reality, accuracy or completeness of, the
info on this announcement (or whether or not any info has been omitted from this announcement) or
the issuer’s and the guarantors’ publicly accessible info or for any loss howsoever arising from the
use of the announcement or its contents or in any other case arising in connection therewith. The knowledge
contained on this announcement is topic to vary in its entirety with out discover up till the settlement
date. Neither the joint international coordinators nor any of their respective associates shall be accountable
for, or for investigating, any matter which is the topic of any assertion, illustration, guarantee or
covenant of the issuer and the guarantors contained within the bonds or the ensures, or every other settlement
or announcement referring to the bonds, the opposite securities or the ensures, or for the execution,
legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in proof
thereof.
This announcement is just not for distribution, immediately or not directly, in or into the USA or to or
for the account or advantage of U.S. individuals (as outlined in regulation s beneath the U.S. Securities Act of
1933, as amended (‘U.S. Securities Act’)). This announcement is just not a suggestion to promote securities, or the
solicitation of any supply to purchase securities, nor shall there be any supply of securities in any jurisdiction
through which such supply or sale could be illegal.
The securities and the ensures talked about on this announcement haven't been and won't be registered
beneath the U.S. Securities Act, and is probably not provided or offered in the USA or to, or for the
account or advantage of, U.S. individuals (as such phrases are outlined in regulation s beneath the U.S. securities
act), absent registration or an exemption from the relevant registration necessities beneath the U.S.
securities act. There will probably be no public supply of the securities in the USA or in every other
jurisdiction.
The bonds could solely be distributed to buyers in Canada pursuant to an exemption from the prospectus
necessities of Canadian securities legal guidelines. Solely potential buyers in Ontario, Québec, British Columbia,
Manitoba or Alberta that qualify as ‘accredited buyers’ and moreover additionally qualify as ‘permitted
purchasers’ throughout the that means of relevant Canadian securities legal guidelines will probably be eligible to buy the bonds.
Every potential investor in Canada will probably be required to execute a illustration letter confirming its
eligibility and offering sure extra acknowledgements, representations and warranties.
This announcement doesn't, nor does it intend to, represent an ‘supply to the general public’ (as that time period is
outlined within the South African Corporations Act, 2008 (‘SA Corporations Act’)), and doesn't neither is it supposed
to, represent a ”registered prospectus”, as contemplated in chapter 4 of the SA Corporations Act.
Accordingly, no prospectus has been filed with the South African corporations and mental property
fee in respect of the problem or providing of the bonds. The bonds is not going to be provided for subscription
to any member of most people (as contemplated within the South African Banks Act, no. 94 of 1990 (the
‘Banks Act’)) in South Africa. This announcement is just not a suggestion to subscribe for securities, nor a
solicitation of any presents for subscription of securities, to any member of most people (as
contemplated within the Banks Act) domiciled or integrated in South Africa.
Secondary market sale and switch of bonds to buyers inside South Africa is permitted topic to
compliance with relevant legal guidelines, together with the SA Corporations Act, the Banks Act and South African alternate
management rules.
The knowledge contained on this announcement constitutes factual info as contemplated in part
1(3)(a) of the South African monetary advisory and Middleman Companies Act, no. 19 of 2012, as amended,
(‘FAIS Act’) and shouldn't be construed as an specific or implied suggestion, information or proposal that
any explicit transaction in respect of the bonds or shares or in relation to the enterprise or future
investments of the corporate, is suitable to the actual funding targets, monetary conditions
or wants of a potential investor, and nothing on this announcement ought to be construed as constituting
the canvassing for, or advertising or promoting of, monetary providers in South Africa. The corporate is just not
a monetary providers supplier licensed as such beneath the FAIS Act and the corporate’s advisors are appearing
for the corporate solely in respect of the transaction and usually are not giving or purporting to have given any
monetary recommendation as contemplated within the FAIS Act to any bondholder or investor of the corporate.
Potential buyers ought to seek the advice of their skilled advisers to determine the suitability of the
securities as an funding. For the avoidance of doubt, neither the issuer, the guarantors nor the joint
international coordinators make any illustration or guarantee that they intend to just accept or be certain by any of
the phrases herein nor shall the issuer, the guarantors or the joint international coordinators be obliged to enter
into any additional discussions or negotiations pursuant thereto however they shall be entitled of their absolute
discretion to behave in any approach that they see slot in reference to the proposed transaction. This announcement
is just not a suggestion to promote, nor a solicitation of a suggestion to purchase any securities and any discussions,
negotiations or different communications that could be entered into, whether or not in reference to the phrases set
out herein or in any other case, shall be performed topic to contract. No illustration or guarantee, specific or
implied, is or will probably be made as to, or in relation to, and no duty or legal responsibility is or will probably be
accepted by the joint international coordinators or by any of their respective officers, workers or brokers as
to or in relation to the accuracy or completeness of this announcement, publicly accessible info on
the issuer and the guarantors or every other written or oral info made accessible to any
social gathering or its advisers and any legal responsibility subsequently is hereby expressly disclaimed.
The joint international coordinators are full service monetary establishments engaged in varied actions, which
could embody securities buying and selling, industrial and funding banking, monetary advisory, funding
administration, principal funding, hedging, financing and brokerage actions. The joint international
coordinators and their respective associates could have previously carried out industrial banking, funding
banking and advisory providers for the corporate and its group every now and then for which they've obtained
customary charges and reimbursement of bills and should, every now and then, have interaction in transactions with and
carry out providers for the corporate and its group within the peculiar course of their enterprise for which they might
obtain customary charges and reimbursement of bills.
Every of the joint international coordinators and their respective subsidiaries and associates could carry out providers
for, or solicit enterprise from, the corporate, the issuer, the guarantors or members of the corporate’s group,
could make markets within the securities of the issuer or the guarantors or members of the corporate’s group and/or
have a place or impact transactions in such securities.
Copies of this announcement usually are not being, and should not be, mailed, or in any other case forwarded, distributed or
despatched in, into or from the USA or every other jurisdiction through which such mailing could be unlawful,
or to publications with a common circulation in these jurisdictions, and individuals receiving this
announcement (together with custodians, nominees and trustees) should not mail or in any other case ahead, distribute
or ship it in, into or from america or every other jurisdiction through which such mailing could be
unlawful or to publications with a common circulation in these jurisdictions.
Neither the issuer, the guarantors nor the joint international coordinators make any illustration as to (i) the
suitability of the securities for any explicit investor, (ii) the suitable accounting remedy and
potential tax penalties of investing within the securities or (iii) the longer term efficiency of the securities
both in absolute phrases or relative to competing investments.
In reference to the providing of the bonds, the joint international coordinators or their associates could, for
their very own account, enter into asset swaps, credit score derivatives or different by-product transactions referring to
the securities similtaneously the supply and sale of the securities or in secondary market transactions.
The joint international coordinators or any of their associates could every now and then maintain lengthy or quick positions
in or purchase and promote such securities or derivatives. No disclosure will probably be fabricated from any such positions besides
as required by relevant regulation or regulation. The quantity of any such purchases will probably be decided on the
time of pricing of the securities and will probably be topic to whole demand obtained and ultimate allocations.
In reference to the providing of the bonds, every of the joint international coordinators and any of their
respective associates appearing as an investor for their very own account could take up the securities and in that
capability could retain, buy or promote for its personal account such securities or every other securities of the
issuer or the guarantors or any associated investments and should supply or promote such securities or different
investments in any other case than in reference to the providing of the bonds. Accordingly, references on this
announcement to bonds being offered, provided, subscribed, acquired, positioned or in any other case dealt in ought to be
learn as together with any concern or supply to or subscription, acquisition, inserting or dealing by any of the
joint international coordinators and any of their respective associates appearing in such capability. The joint international
coordinators don't intend to reveal the extent of any such funding or transactions in any other case than in
accordance with any authorized or regulatory obligation to take action.
The joint international coordinators are appearing on behalf of the issuer and the guarantors and nobody else in
reference to the bonds and won't be accountable to every other particular person for offering the protections
afforded to purchasers of the joint international coordinators, or for offering recommendation in relation to the securities.
Any allocation of the bonds described on this announcement is made expressly topic to the situation that
any providing of the bonds completes and that the bonds are issued. Particularly, it ought to be famous that
any such providing and formal documentation relating thereto will probably be topic to circumstances and termination
occasions, together with these that are customary for such an providing. Any such providing is not going to full
until such circumstances are fulfilled and any such termination occasions haven't taken place or the failure
to fulfil such a situation or the prevalence of a termination occasion has been waived, if relevant. The
joint international coordinators reserve the best to train or chorus from exercising their rights in relation
to the fulfilment or in any other case of any such situation or the prevalence of any termination occasion in such
method as they might decide of their absolute discretion.
No motion has been taken by the issuer, the guarantors, the joint international coordinators or any of their
respective associates that will allow an providing of the securities or possession or distribution of
this announcement or any publicity materials referring to such securities in any jurisdiction the place motion
for that goal is required. Individuals into whose possession this announcement comes are required by the
issuer, the guarantors, and the joint international coordinators to tell themselves about and to look at any
such restrictions.
This announcement and the providing of the bonds when made are solely addressed to and directed, in member
states of the European financial space (‘EEA’) and the UK (every a ‘related state’), at individuals
who're ‘certified buyers’ as outlined within the prospectus regulation (every a ‘certified investor’). For
these functions, the expression ‘prospectus regulation’ means (within the case of individuals within the EEA) regulation
(EU) 2017/1129 and (within the case of individuals in the UK) regulation (EU) 2017/1129 because it kinds
a part of United Kingdom home regulation by advantage of the European Union (withdrawal) act 2018 (as amended, the
‘EUWA’).
A prospectus is just not required to be printed pursuant to the prospectus regulation.
Solely for the needs of the product governance necessities contained inside: (a) EU directive 2014/65/EU
on markets in monetary devices, as amended (‘MIFID II’); (b) articles 9 and 10 of fee delegated
directive (EU) 2017/593 supplementing MIFID II; (c) native implementing measures within the EEA; (d) regulation
(EU) no 600/2014 because it kinds a part of United Kingdom home regulation by advantage of the EUWA (‘UK MIFIR’); and
(e) the FCA handbook product intervention and product governance sourcebook (collectively, the ‘product
governance necessities’), and disclaiming all and any legal responsibility, whether or not arising in tort, contract or
in any other case, which any ‘producer’ (for the needs of the product governance necessities) could in any other case
have with respect thereto, the bonds have been topic to a product approval course of, which has decided
that: (i) the goal marketplace for the bonds is (a) within the EEA, eligible counterparties {and professional}
purchasers solely, every as outlined in MIFID II and (b) within the uk, eligible counterparties (as
outlined within the FCA handbook conduct of enterprise sourcebook) {and professional} purchasers (as outlined in UK
MIFIR); and (ii) all channels for distribution of the bonds to eligible counterparties {and professional}
purchasers are applicable. Any particular person subsequently providing, promoting or recommending the bonds (a
‘distributor’) ought to think about the producers’ goal market evaluation; nonetheless, a
distributor topic to MIFID II or the product governance necessities is answerable for enterprise its
personal goal market evaluation in respect of the bonds (by both adopting or refining the producers’
goal market evaluation) and figuring out applicable distribution channels.
The goal market evaluation is with out prejudice to the necessities of any contractual or authorized promoting
restrictions in relation to any providing of the bonds.
For the avoidance of doubt, the goal market evaluation doesn't represent: (a) an evaluation of
suitability or appropriateness for the needs of MIFID II or UK MIFIR; or (b) a suggestion to any
investor or group of buyers to spend money on, or buy, or take any motion by any means with respect to
the bonds.
The bonds usually are not supposed to be provided, offered or in any other case made accessible to and shouldn't be provided,
offered or in any other case made accessible to any retail investor in a related state. For these functions, a retail
investor means (a) within the EEA, an individual who's one (or extra) of: (i) a retail consumer as outlined in level
(11) of article 4(1) of MIFID II; or (ii) a buyer throughout the that means of directive (EU) 2016/97, the place
that buyer wouldn't qualify as knowledgeable consumer as outlined in level (10) of article 4(1) of MIFID
II and (b) in the UK, an individual who's one (or extra) of (i) a retail consumer, as outlined in level
(8) of article 2 of regulation (EU) no 2017/565 because it kinds a part of United Kingdom home regulation by advantage
of the EUWA or (ii) a buyer throughout the that means of the provisions of FSMA and any guidelines or rules
made beneath FSMA to implement directive (EU) 2016/97, the place that buyer wouldn't qualify as knowledgeable
consumer, as outlined in level (8) of article 2(1) of regulation (EU) no 600/2014 because it kinds a part of United
Kingdom home regulation by advantage of the EUWA. Consequently, no key info announcement required by
regulation (EU) no 1286/2014, as amended (the ‘PRIIPS regulation’) or the PRIIPS regulation because it kinds
a part of United Kingdom home regulation by advantage of the EUWA (the ‘UK PRIIPS regulation’) for providing or
promoting the bonds or in any other case making them accessible to retail buyers in a related state has been
ready and subsequently providing or promoting the bonds or in any other case making them accessible to any retail
investor in a related state could also be illegal beneath the PRIIPS regulation and/or the UK PRIIPS regulation.
As well as, in the UK, this announcement is being distributed solely to, and is directed solely
at, certified buyers (i) who've skilled expertise in issues referring to investments falling
inside article 19(5) of the monetary providers and markets act 2000 (monetary promotion) order 2005, as
amended (the ‘order’) or (ii) who fall inside article 49(2)(a) to (d) of the order, and (iii) to whom it
could in any other case lawfully be communicated (all such individuals collectively being known as ‘related individuals’).
This announcement should not be acted on or relied on (i) in the UK, by individuals who usually are not
related individuals, and (ii) in a related state, by individuals who usually are not certified buyers. Any funding
or funding exercise to which this announcement relates is simply accessible to (a) related individuals within the
United Kingdom and will probably be engaged in solely with related individuals in the UK and (b) certified
buyers within the member states of the EEA.
The issuer, the guarantors and the joint international coordinators and their respective associates expressly
disclaims any obligation or enterprise to replace, overview or revise any assertion contained on this
announcement whether or not because of new info, future developments or in any other case.
Date: 21-11-2023 08:00:00
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