Last checked at 19 Jan 2024 09:41
POST-STABILISATION ANNOUNCEMENT
Date: 19 January 2024
Not for the distribution, directly or indirectly in or into the United States or India or any jurisdiction in which such distribution would be unlawful.
REC Limited
Post - Stabilisation Notice
Further to the pre-stabilisation period announcement dated 4 January 2024, SMBC Nikko Capital Markets Limited ("SMBC Nikko") (contact: Stephen Apted, +44 20 4507 5017) hereby gives notice that no stabilisation was undertaken by the Stabilising Manager named below in relation to the offer of the following securities.
The Securities: | |
Issuer: | REC Limited |
Aggregate Nominal Amount: | JPY 61,100,000,000 |
Description: | JPY 31,000,000,000 1.76 per cent. Notes due 2029 ("5-year Notes"); JPY 27,400,000,000 1.41 per cent. Notes due 2029 ("5.25-year Notes"); and JPY 2,700,000,000 2.20 per cent. Notes due 2034 ("10-year Notes")
Senior Unsecured, Reg S only (Category 1) Green Notes English law
Listing: Global Securities Market of the India INX; and NSE IFSC
ISIN Codes: 5-year Notes: XS2732247189 5.25-year Notes: XS2732247346 10-year Notes: XS2732247858
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Offer price: | 5-year Notes: 100.00 per cent 5.25-year Notes: 98.103 per cent. 10-year Notes: 100.00 per cent. |
Stabilisation: | |
Stabilising manager(s): | SMBC Nikko, 100 Liverpool Street, London EC2M 2AT |
Stabilisation started on: | N/A (no stabilisation occurred) |
Stabilisation last occurred: | N/A (no stabilisation occurred) |
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States or India or any other jurisdiction in which such distribution would be unlawful.
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom ("UK") and persons in the UK who have professional experience in matters related to investments or who are high net worth persons within article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the UK.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union Withdrawal Act 2018 (the "UK Prospectus Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.
Singapore SFA Product Classification - in connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the securities are prescribed capital markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products).
This communication does not constitute any offering of the securities referenced or any securities in Japan. The securities referenced have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") and, accordingly, such securities referenced will not be offered or sold directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, "resident of Japan" means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.
This announcement does not and should not be considered as an advertisement, invitation, offer, sale or solicitation of an offer to subscribe for or purchase any securities, whether by way of private placement or to the public in India within the meaning of, the Indian Companies Act, 2013, as amended from time to time, and other applicable securities laws of India nor shall it or any part of it form the basis of or be relied on in connection with any contract, commitment or any investment decision in relation thereto in India. The securities will not be offered or sold, and have not been offered or sold in India by means of any offering document or other document or material relating to the securities, directly or indirectly, to any person or to the public in India. This communication or any offering memorandum or prospectus (or equivalent disclosure document) produced in connection with the offering of securities is not an offer document or an offering circular or a "private placement offer cum application letter" or a "prospectus" under the Indian Companies Act, 2013, as amended from time to time, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, or any other securities or other applicable laws in India and no such document will be circulated or distributed to any person in India. This announcement has not been and will not be filed as a "prospectus" or a statement in lieu of prospectus in respect of a public offer, information memorandum, placement memorandum or "private placement offer cum application letter" or general information document or key information document or any other offering material with any registrar of companies in India, the Reserve Bank of India, the Securities and Exchange Board of India, the International Financial Services Centres Authority or any other statutory or regulatory body of like nature in India, save and except for any information relating to the securities which is mandatorily required to be disclosed or filed in India under any applicable Indian laws, including, but not limited to, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, and under the listing agreements with any Indian stock exchanges pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, or pursuant to the directives of any statutory, regulatory and adjudicatory body in India.
Each securityholder shall be deemed to confirm that if they purchase any securities and while they hold any securities, they are (i) residents of a FATF Compliant Country or an IOSCO Compliant Country (each, as defined below), (ii) multilateral and regional financial institutions where India is a member country; (iii) foreign branches or subsidiaries of Indian banks in the case of securities denominated in foreign currency as permitted under the Indian external commercial borrowings regulations and other applicable laws.
A "FATF Compliant Country" is a country that is a member of Financial Action Task Force ("FATF") or a member of a FATF style regional body and should not be a country identified in the public statement of the FATF as (a) a jurisdiction having a strategic anti-money laundering or combating the financing of terrorism deficiencies to which counter measures apply; or (b) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the FATF to address the deficiencies.
An "IOSCO Compliant Country" is a country whose securities market regulator is a signatory to the International Organisation of Securities Commission's (IOSCO's) Multilateral Memorandum of Understanding (Appendix A Signatories) or a signatory to bilateral Memorandum of Understanding with SEBI for information sharing arrangements.
This announcement is not an offer of securities for sale in or into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system.