18 Sep 2012 08:02
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
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18 September 2012 - 8.00 a.m.
Bank of Scotland plc and Lloyds TSB Bank plc launch cash tender offers on certain Canadian dollar, euro, pounds sterling and Swiss franc securities
On the terms of and subject to the conditions contained in a tender offer memorandum dated 18 September 2012 (the "Tender Offer Memorandum"):
(i) Bank of Scotland plc ("BOS") has today invited Holders of the BOS Notes listed below to tender their BOS Notes for purchase by BOS for cash (the "BOS Offers"); and
(ii) Lloyds TSB Bank plc ("LTSB" and, together with BOS, the "Offerors" and each an "Offeror") has today invited Holders of the LTSB Notes listed below to tender their LTSB Notes for purchase by LTSB for cash (the "LTSB Offers" and, together with the BOS Offers, the "Offers").
Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. The Tender Offer Memorandum is available from the Dealer Managers and the Tender Agents.
THE OFFERS
Subject to the relevant Minimum Denomination, BOS will pay the applicable purchase price in respect of the Notes detailed in the table below (the "BOS Floating Rate Notes") accepted for purchase by it as determined pursuant to a modified Dutch auction procedure (the "Modified Dutch Auction") in the manner described in the Tender Offer Memorandum (the "Purchase Price"), together with an Accrued Interest Payment on such BOS Floating Rate Notes.
Title of Security | ISIN Number | Principal Amount Outstanding | Minimum Purchase Price | Purchase Price |
€1,250,000,000 Floating Rate Notes due October 2013 | XS0272266049 | €1,250,000,000 | €1.001.10 per €1,000 in principal amount of BOS Floating Rate Notes | To be determined pursuant to the Modified Dutch Auction |
Subject to the relevant Minimum Denomination, BOS will pay the applicable Purchase Price in respect of the Notes detailed in the table below (the "BOS Fixed Rate Notes" and, together with the BOS Floating Rate Notes, the "BOS Notes") accepted for purchase by it as determined pursuant to the Modified Dutch Auction in the manner described in the Tender Offer Memorandum, together with an Accrued Interest Payment on such BOS Fixed Rate Notes.
Title of Security | ISIN Number | Principal Amount Outstanding | Reference Benchmark | Maximum Offer Spread | Purchase Price |
€1,500,000,000 5.625 per cent. Fixed Rate Notes due 23 May 2013 | XS0365381473 | €1,500,000,000 | Applicable Interpolated Mid-Swap Rate | + 0 basis points | To be determined pursuant to the Modified Dutch Auction |
CHF250,000,000 3.00 per cent. Notes due May 2016 | CH0025368751 | CHF250,000,000 | Applicable Interpolated Mid-Swap Rate | + 57 basis points |
Subject to the relevant Minimum Denomination, LTSB will pay the applicable Purchase Price in respect of the Notes detailed in the table below (the "LTSB CAD Notes" and, together with the BOS Floating Rate Notes, the "Non Spread-based Notes") accepted for purchase by it as determined pursuant to the Modified Dutch Auction in the manner described in the Tender Offer Memorandum, together with an Accrued Interest Payment on such LTSB CAD Notes.
Title of Security | ISIN Number | Principal Amount Outstanding | Minimum Purchase Price | Maximum Purchase Price | Purchase Price |
CAD350,000,000 4.57 per cent. Notes due October 2015 | CA539473AF59 | CAD350,000,000 | CAD1,036 per CAD1,000 in principal amount of CAD 2015 Notes | CAD1,040 per CAD1,000 in principal amount of CAD 2015 Notes | To be determined pursuant to the Modified Dutch Auction |
CAD500,000,000 5.28 per cent. Notes due April 2016 | CA539473AN83 | CAD500,000,000 | CAD1,062 per CAD1,000 in principal amount of CAD 2016 Notes | CAD1,067 per CAD1,000 in principal amount of CAD 2016 Notes |
Subject to the relevant Minimum Denomination, LTSB will pay the applicable Purchase Price in respect of the Notes detailed in the table below (the "LTSB Non-CAD Notes" and, together with the BOS Fixed Rate Notes, the "Spread-based Notes" and, together with the LTSB CAD Notes, the "LTSB Notes") accepted for purchase by it as determined pursuant to the Modified Dutch Auction in the manner described in the Tender Offer Memorandum, together with an Accrued Interest Payment on such LTSB Non-CAD Notes.
Title of Security | ISIN Number | Principal Amount Outstanding | Reference Benchmark | Maximum Offer Spread | Purchase Price |
CHF500,000,000 2.50 per cent. Notes due April 2014 | CH0126325502 | CHF500,000,000 | Applicable Interpolated Mid-Swap Rate | + 20 basis points | To be determined pursuant to the Modified Dutch Auction |
€982,549,000 6.25 per cent. Notes due April 2014 | XS0422704238 | €675,856,000 | Applicable Interpolated Mid-Swap Rate | +10 basis points | |
£492,113,000 6.375 per cent. Notes due April 2014 | XS0422703347 | £492,113,000 | 5 per cent. UK Treasury Gilt due September 2014 | + 130 basis points | |
€1,500,000,000 4.50 per cent. Notes due September 2014 | XS0604400001 | €996,797,000 | Applicable Interpolated Mid-Swap Rate | +31 basis points | |
CHF800,000,000 2.50 per cent. Notes due March 2015 | CH0116767457 | CHF800,000,000 | Applicable Interpolated Mid-Swap Rate | + 50 basis points | |
€600,000,000 3.375 per cent. Notes due April 2015 | XS0550541691 | €590,000,000 | Applicable Interpolated Mid-Swap Rate | + 67 basis points | |
€1,250,000,000 3.75 per cent. Notes due September 2015 | XS0539845171 | €1,003,578,000 | Applicable Interpolated Mid-Swap Rate | +72 basis points | |
€2,000,000,000 6.375 per cent. Notes due June 2016 | XS0435070288 | €1,704,071,000 | Applicable Interpolated Mid-Swap Rate | + 78 basis points | |
€1,500,000,000 4.625 per cent. Notes due February 2017 | XS0740795041 | €1,500,000,000 | Applicable Interpolated Mid-Swap Rate | + 85 basis points | |
£400,000,000 6.75 per cent. Notes due October 2018 | XS0395139354 | £225,850,000 | 5 per cent. UK Treasury Gilt due March 2018 | + 220 basis points | |
€1,500,000,000 5.375 per cent. Notes due September 2019 | XS0449361350 | €1,230,741,000 | Applicable Interpolated Mid-Swap Rate | + 114 basis points | |
£708,885,000 7.50 per cent. Notes due April 2024 | XS0422704071 | £703,885,000 | 5 per cent. UK Treasury Gilt due March 2025 | + 230 basis points | |
£1,000,000,000 6.50 per cent. Notes due September 2040 | XS0543369184 | £988,000,000 | 4.75 per cent. UK Treasury Gilt due December 2038 | + 225 basis points |
Rationale for the Offers
Lloyds Banking Group plc and its subsidiary and associated undertakings (the "Group") has a strong liquidity position that significantly exceeds its short term funding and is considerably in excess of current regulatory requirements. By tendering for certain Canadian dollar, euro, pounds sterling and Swiss franc securities the Group intends to manage its overall wholesale funding level and better optimise its future interest expense, whilst maintaining a prudent approach to liquidity.
The Offerors have today also invited holders of certain U.S. dollar denominated debt securities to tender those securities for purchase (the "U.S. Tender"). In addition, LTSB, Australia Branch and BOS, Australia Branch have today invited holders of certain Australian dollar denominated debt securities to tender those securities for purchase (the "Australian Tender"). Offers being made pursuant to the Tender Offer Memorandum do not relate to the U.S. Tender or the Australian Tender.
Maximum Offer Amount
The maximum aggregate principal amount of Notes to be accepted in the Offers across all Series of Notes combined, converted into pounds sterling in the case of (i) LTSB CAD Notes at the CAD FX Rate; (ii) Euro Notes at the Euro FX Rate; and (iii) CHF Notes at the CHF FX Rate, is £2,000,000,000 (or such greater or lesser amount as the Offerors may determine in their sole and absolute discretion) (the "Maximum Offer Amount").
The relevant Offeror may set the Series Acceptance Amount in respect of any Series at any level (including zero) in its sole and absolute discretion.
Accrued Interest Payment
An amount equal to accrued and unpaid interest will also be paid as consideration in respect of all Notes validly tendered and accepted for purchase by the relevant Offeror pursuant to the Offers from, and including, the immediately preceding interest payment date for the relevant Series of Notes to, but excluding, the Settlement Date.
Offer Period and Results
The Offers commenced today, 18 September 2012, and will end at 4:00 p.m. (London time) on 25 September 2012 (the "Expiration Deadline"), unless extended, re-opened, amended or terminated as provided in the Tender Offer Memorandum.
The relevant deadline set by any intermediary or each Clearing System may be earlier than this deadline.
The relevant Offeror will announce on the Price Determination Date whether it accepts for purchase Notes validly tendered in the Offers and the aggregate principal amount (if any) of Notes of a Series accepted for purchase. Settlement of the relevant Purchase Price and, where applicable, Accrued Interest Payment is expected to take place on 28 September 2012.
In order to be eligible to receive the relevant Purchase Price, Holders must validly tender their Notes by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Competitive or Non-competitive Tender Instruction that is received by the relevant Tender Agent by the Expiration Deadline. Tender Instructions must be submitted in respect of a minimum principal amount of Notes of no less than the relevant Minimum Denomination.
Announcements will be made via RNS and (i) in respect of CHF Notes, the SIX Swiss Exchange or (ii) in respect of the LTSB CAD Notes through CDS. Such announcements may also be made on the relevant Reuters International Insider Screen, by the issue of a notice to a Notifying News Service and by delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all announcements, notices and press releases can also be obtained from the relevant Tender Agent, the contact details for which are set out below.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the key events relating to the Offers. This is an indicative timetable and is subject to change.
Date and Time | Action | ||
18 September 2012 | Commencement of the Offers Offers announced through RNS, the relevant Reuters International Insider Screen, the Clearing Systems, (in respect of the CHF Notes) the SIX Swiss Exchange, (in respect of the LTSB CAD Notes) through CDS and by publication on a Notifying News Service. Tender Offer Memorandum made available from the Dealer Managers and the Tender Agents. | ||
4.00 p.m. (London time) on 25 September 2012 | Expiration Deadline Deadline for receipt by the Tender Agents of all Tender Instructions in order for Holders to be able to participate in the Offers and to be eligible to receive the relevant Purchase Price and Accrued Interest Payment on the Settlement Date. | ||
As soon as practicable, prior to the Price Determination Time | Announcement of Clearing Spreads in respect of Spread-based Notes, Purchase Prices in respect of Non Spread-based Notes and Tender Results Announcement by the Offerors of: (i) in respect of Spread-based Notes, the relevant Clearing Spreads; (ii) in respect of Non Spread-based Notes, the relevant Purchase Prices; and (iii) results of the Offer (except that pricing specifics will be set out in a pricing announcement as soon as reasonably practicable after the Price Determination Time). | ||
At or around 2.00 p.m. (London time) on 26 September 2012 (the "Price Determination Date") | Price Determination Time Determination of the relevant Reference Yields, Repurchase Yields, Series Acceptance Amounts, Clearing Spreads (in respect of Spread-based Notes) and Purchase Prices. | ||
As soon as practicable after the Price Determination Time | Announcement by the Offerors of whether they will accept Offers in respect of a particular Series of Notes, and, if so (as applicable): the Reference Yield; the Repurchase Yield; the Purchase Price; Accrued Interest, if any; the pro-ration factor, if any; the Series Acceptance Amount (which may be zero in respect of any Series); and confirming in respect of Spread-based Notes, the relevant Clearing Spreads and in respect of Non Spread-based Notes, the relevant Purchase Prices. | ||
28 September 2012 | Settlement Date Expected Settlement Date for Notes validly tendered and accepted by the Offerors. Payment of the relevant Purchase Price and any Accrued Interest Payment in respect of any such Notes. |
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines set out above.
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Offers.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offerors as lead tender agent (the "Lead Tender Agent") in connection with the Offers and Citibank, N.A., London Branch as Canadian tender agent (the "Canadian Tender Agent" and, together with the Lead Tender Agent, the "Tender Agents") in connection with the Offers in respect of the LTSB CAD Notes.
Deutsche Bank AG, London Branch, Lloyds TSB Bank plc and UBS Limited have been appointed by the Offerors as Dealer Managers (the "Dealer Managers") for the purposes of the Offers.
For further information please contact:
For analysts:
Frederik VerpoestDirector of Investor RelationsLloyds Banking Groupfrederik.verpoest@ltsb-finance.co.uk+44 207 356 2385
For press:
Nicole Sharp
Media Relations
Nicole.sharp@lloydsbanking.com
+44 207 356 2120
Requests for information in relation to the Offers should be directed to:
DEALER MANAGERS
Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnited KingdomIn EuropeTel: +44 20 7545 8011Attention: Liability Management Groupemail: liability.management@db.com
In CanadaTel: + 1 416 682 8740Attention: Scott Lampardemail: scott.lampard@db.com | Lloyds TSB Bank plcLloyds Bank10 Gresham StreetLondon EC2V 7AEUnited KingdomIn EuropeTel: +44 20 7158 3981Attention: Liability Management Groupemail: liability.management@lloydsbanking.com
| UBS Limited1 Finsbury AvenueLondon EC2M 2PPUnited KingdomIn EuropeTel: +44 207 567 0525Attention: Liability Management Groupemail: OL-liability-management@ubs.com |
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Tender Offer should be directed to:
LEAD TENDER AGENT
|
Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPUnited KingdomTel: +44 20 7704 0880Attention: Sunjeeve Patel / David Shilson / Thomas Choquet / Paul KammingaEmail: lbg@lucid-is.com
|
CANADIAN TENDER AGENT
|
Citibank, N.A., London Branch13th FloorCanada SquareCitigroup CentreLondon E14 5LBTel: (UK) +44 207 508 3867Tel: (CAN) +1 905 212 8906Fax: +44 203 320 2405Attention: Exchange Team - Agency + Trustemail: exchange.gats@citi.com |
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offers. None of the Offerors, the Dealer Managers, the Tender Agents and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum does not constitute an offer or an invitation to participate in the Offers in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offerors, the Dealer Managers and the Tender Agents 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Notes may not be tendered in any Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by U.S. Persons as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person"). Accordingly, copies of this announcement, 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 any persons located or resident in the United States or to U.S. Persons. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States or by a U.S. Person, or 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.
Each Holder participating in an Offer will represent that it is not a U.S. Person and it is not located or resident 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 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, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, 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 (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 United Kingdom. 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 relevant Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.
Belgium
Neither this announcement, 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 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 as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement, 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 "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, 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, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to 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), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. The Tender Offer Memorandum has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum nor any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Holders or beneficial owners of Notes that are located in Italy can tender Notes for purchase in 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. 16190 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 Notes or the Offers.
Canada
Neither this announcement, nor the Tender Offer Memorandum, are, and under no circumstances are they to be construed as, a prospectus, an advertisement or a public offering in Canada of the Notes referred to herein or in the Tender Offer Memorandum. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the Offers or the Notes described herein or in the Tender Offer Memorandum. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the Tender Offer Memorandum or expressed an opinion about the Notes described herein or in the Tender Offer Memorandum and any representation to the contrary is an offence.
Jersey
The Offers do not constitute a prospectus nor offers or invitations to the public for the purposes of the Companies (Jersey) Law 1991, as amended, or the Control of Borrowing (Jersey) Order 1958 and no consent, licence or other authority has been sought under these laws or any other securities laws in the Island of Jersey. Accordingly, neither this announcement, Tender Offer Memorandum nor any other documents relating to the Offers may be circulated in Jersey.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act of Australia 2001 (Cth) (the "Corporations Act")) in relation to the Offers has been or will be lodged with the Australian Securities and Investments Commission ("ASIC") and this document does not comply with Division 5A of Part 7.9 of the Corporations Act.
In addition:
(a) no offers or applications will be made or invited for the purchase of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and
(b) the Tender Offer Memorandum or any other offering material or advertisement relating to any Notes will not be distributed or published in Australia,
unless (i) the aggregate consideration payable by the relevant Offeror is at least AUD500,000 (or its equivalent in other currencies, but disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Parts 6D.2 or 7.9 of the Corporations Act; (ii) such action complies with all applicable laws and regulations; (iii) such action does not require any document to be lodged with ASIC; and (iv) the offer or invitation is made in circumstances specified in Corporations Regulation 7.9.97.
The People's Republic of China
The Offers are not being made directly or indirectly into the People's Republic of China except as permitted by the securities laws of the People's Republic of China.
Taiwan
The Offers are not being made directly or indirectly into Taiwan except as permitted by the securities laws of Taiwan.
General
The Dealer Managers and the Tender Agents (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers. The Lead Tender Agent is the agent of the Offerors and the Canadian Tender Agent is the agent of LTSB and each owes no duty to any Holder. None of the Offerors, the Dealer Managers or the Tender Agents (or any of their respective directors, employees or affiliates) makes any recommendation as to whether or not Holders should participate in the Offers.
The Offers do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer and 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 Offers shall be deemed to be made on behalf of the relevant Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
Each Holder participating in an Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Holder that is unable to make these representations may be rejected. Each of the Offerors, the Dealer Managers and the Tender Agents reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the relevant Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.