12 Apr 2018 13:50
THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY. THIS IS NOT AN OFFERING MEMORANDUM OR PROSPECTUS AND SHOULD NOT BE TREATED AS OFFERING MATERIAL OF ANY SORT. NOT FOR DISTRIBUTION OR RELEASE TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Press Release 12 April 2018
PJSC Polyus
PJSC Polyus (LSE, MOEX - PLZL) ("Polyus" or the "Company"), the largest gold producer in Russia, notes the announcement made earlier by Polyus Finance plc (the "Offeror"), an indirect wholly-owned finance subsidiary of the Company incorporated under the laws of England and Wales, according to which the Offeror has invited holders of its U.S.$250 million 1 per cent. guaranteed convertible bonds due 2021 (ISIN: XS1759275578) (the "Bonds") to tender up to U.S.$50 million (or 20% of the issue) in aggregate principal amount of the Bonds for purchase. The offer is structured as a reverse bookbuilding modified Dutch auction process. J.P. Morgan Securities plc will act as dealer manager in respect of the offer.
The announcement made earlier by the Offeror sets out the key terms and procedure for the offer and is attached hereto as Exhibit A.
Polyus
The Polyus group is the largest gold producer in Russia and one of the top 10 gold miners globally with the lowest cost position. Based on its 2017 Ore Reserves and Mineral Resources, the Polyus group ranks second by attributable gold reserves and gold resources among the world's largest gold mining companies.
The Polyus group's principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Sakha Republic (Yakutia).
Inside Information
This announcement contains inside information.
Enquiries
Investor contact
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77
drozdovvi@polyus.com
Media contact
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77
vasilevavs@polyus.com
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Offer or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
See "Offer and Distribution" Restrictions set forth in the announcement attached as Exhibit A.
This announcement and the information contained herein is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia to or for the benefit of any Russian person or entity, and does not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws. Information contained in this announcement is not intended for any persons in Russia who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended ("Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.
Exhibit A
THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY. THIS IS NOT AN OFFERING MEMORANDUM OR PROSPECTUS AND SHOULD NOT BE TREATED AS OFFERING MATERIAL OF ANY SORT. NOT FOR DISTRIBUTION OR RELEASE TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Press Release 12 April 2018
Polyus Finance PLC
Polyus announces an invitation to holders of its U.S.$250 million 1 per cent. guaranteed convertible bonds due 2021 (ISIN: XS1759275578) (the "Bonds") to tender up to U.S.$50 million (or 20% of the issue) in aggregate principal amount of the Bonds for purchase. The offer is structured as a reverse bookbuilding modified Dutch auction process. J.P. Morgan Securities plc will act as dealer manager in respect of the offer.
Polyus takes into account existing market dislocation and volatility across its publicly traded financial instruments and believes that the current market environment creates an opportunity for timely liability management. Polyus is committed to the active management of its balance sheet and continues to monitor market conditions with a view to improve the terms of its credit portfolio.
Polyus Finance PLC (the "Company" or the "Offeror") hereby announces an invitation (such invitation, the "Offer") to holders (the "Bondholders") of its U.S.$250 million 1 per cent. guaranteed convertible bonds due 2021 guaranteed jointly and severally by PJSC Polyus and Joint Stock Company Polyus Krasnoyarsk (of which U.S.$250 million are currently outstanding) (the "Bonds") that are outside the United States and are not U.S. persons and to whom the Offer may otherwise be lawfully made (as further described under "Offer and Distribution Restrictions") (each an "Eligible Holder") to tender up to U.S.$50 million in aggregate principal amount of the Bonds for purchase (at the Company's sole and absolute discretion) by the Company, through a reverse bookbuilding modified Dutch auction process.
J.P. Morgan Securities plc will act as dealer manager (the "Dealer Manager") in respect of the Offer.
Timetable for the Offer
The Company invites, subject to the restrictions set out in "Offer and Distribution Restrictions" below, any Eligible Holder to submit instructions ("Tender Instructions") to the Dealer Manager to offer their Bonds for purchase by the Company for cash, in accordance with the procedures set out below, which must be received by the Dealer Manager prior to 4.45 p.m. (BST) on 13 April 2018, subject to any extension or amendment as may be agreed between the Company and the Dealer Manager in their sole and absolute discretion (the "Offer Deadline").
Tender Instructions must be submitted specifying a purchase price (expressed as a percentage of the principal amount of the Bonds) that a Bondholder would be willing to accept as the Final Buyback Price (as defined below) in respect of Bonds that are the subject of the particular Tender Instruction.
The Company will announce whether or not it intends to accept any Bonds for purchase on or about 13 April 2018. If the Company decides to accept any Bonds submitted pursuant to valid Tender Instructions for purchase pursuant to the Offer, it will accept for purchase no more than U.S.$50 million in aggregate nominal amount of the Bonds to which such Tender Instructions relate, with pro rata scaling being applied on the terms set out below under "Acceptance Amount and Scaling".
Procedure for the Offer
The Company proposes to purchase up to U.S.$50,000,000 in aggregate principal amount outstanding of the Bonds (the "Maximum Acceptance Amount"). The Offeror reserves the right, in its sole and absolute discretion, to purchase less than or more than the Maximum Acceptance Amount.
Eligible Holders submitting valid Tender Instructions which are received by the Dealer Manager prior to the Offer Deadline and whose Bonds are accepted for purchase (the "Tendered Bonds") in the Offer will receive on the Settlement Date a cash consideration equal to the Final Buyback Price (being the price, determined as set out below, expressed as a percentage of the principal amount of the Bonds at which the Company is repurchasing the Tendered Bonds).
Each Eligible Holder submitting Tender Instructions will be deemed to have given certain representations and undertakings as set out in the "Deemed Representations and Undertakings by Eligible Holders Submitting Tender Instructions" set out in Annex 1 to this announcement. Any tender of Bonds for purchase by a Bondholder that is unable to make these representations may be rejected. Each of the Company and the Dealer Manager reserves the right, in their absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Offer, whether any such representation given by a holder of Bonds is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may be rejected.
The Final Buyback Price will be determined by the Company pursuant to a Modified Dutch Auction Procedure. Under the Modified Dutch Auction Procedure, the Company will determine in its sole discretion, following expiration of the Offer (i) the aggregate principal amount of Bonds (if any) that it will accept for purchase pursuant to the Offer (the "Acceptance Amount") and (ii) the Final Buyback Price for Bonds validly tendered and accepted for purchase, taking into account the aggregate principal amount of Bonds validly tendered pursuant to the Offer and the purchase prices specified by tendering Bondholders.
The Final Buyback Price for the Bonds will represent the lowest price that will enable the Offeror to purchase an aggregate principal amount of the Bonds which equals the Acceptance Amount. No Bonds tendered for purchase at a purchase price above the Final Buyback Price will be accepted for purchase pursuant to the Offer.
In addition to the Final Buyback Price, the Company will pay accrued but unpaid interest on the Bonds purchased in the Offer up to (but excluding) the settlement date (being the date on which the Company pays the Final Buyback Price for Bonds accepted for purchase pursuant to the Offer), which is expected to be 18 April 2018 (the "Settlement Date").
Acceptance Amount and Scaling
The Acceptance Amount (if any) will be determined by the Offeror in its sole discretion. If the aggregate principal amount outstanding of Bonds validly tendered at or below the Purchase Price is greater than the Acceptance Amount, the Offeror intends to accept (i) first all Bonds validly tendered for purchase pursuant to Tender Instructions that do not specify a purchase price, (ii) second all Bonds validly tendered for purchase pursuant to Tender Instructions that specify a purchase price below the Final Buyback Price and (iii) third all Bonds validly tendered for purchase pursuant to Tender Instructions that specify a purchase price at the Final Buyback Price on a pro rata basis.
In the event that Bonds are to be accepted on a pro rata basis, each such tender of the Bonds will be scaled by a factor equal to (i) the Acceptance Amount, less the aggregate nominal amount of the Bonds that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate nominal amount of the Bonds that have been tendered for purchase and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate nominal amount of the Bonds accepted for purchase, following the rounding of tenders of the Bonds down to the nearest integral multiple in nominal amount, to equal the Acceptance Amount exactly).
Debevoise & Plimpton LLP is acting as legal counsel to the Company as to English and Russian law matters in connection with the Offer. Linklaters LLP advised the Dealer Manager as to English and Russian law.
Polyus
The Polyus group is the largest gold producer in Russia and one of the top 10 gold miners globally with the lowest cost position. Based on its 2017 Ore Reserves and Mineral Resources, the Polyus group ranks second by attributable gold reserves and gold resources among the world's largest gold mining companies.
The Polyus group's principal operations are located in Krasnoyarsk, Irkutsk and Magadan regions and the Sakha Republic (Yakutia).
Inside Information
This announcement contains inside information.
Enquiries
Investor contact
Victor Drozdov, Director Investor Relations
+7 (495) 641 33 77
drozdovvi@polyus.com
Media contact
Victoria Vasilyeva, Director Public Relations
+7 (495) 641 33 77
vasilevavs@polyus.com
DEALER MANAGER
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Attention: ECM Syndicate
Telephone: +44 207 134 2650
Email: Eql_LM@jpmorgan.com
Information on Dealer Manager
The Dealer Manager and its respective affiliates have provided, from time to time, and in the future may provide, certain commercial banking, investment banking and financial advisory services to the Company and its affiliates, for which they have received, and in the future will receive, customary fees. In the future, they may also provide investment banking and financial advisory services to the Company and its affiliates for customary fees. At any given time, the Dealer Manager may trade the Bonds or other securities of the Company for its own account or for the accounts of customers, and, accordingly, may hold a long or short position in the the Bonds or other securities of the Company, and may tender securities as part of the Offer.
DISCLAIMER. This announcement contains important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the action it should take or is unsure of the impact of the Offer as described in this announcement, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to submit Tender Instructions in the Offer. None of the Dealer Manager or the Company makes any recommendation whether Bondholders should submit Tender Instructions in the Offer.
Bondholders are advised to check with any dealer, custodian, trust company or other trustee, bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in the Offer, before the deadlines specified above, and then adhere to such deadlines. The deadlines set by any such intermediary for the submission of Tender Instructions may be earlier than the relevant deadlines specified above.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Offer or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement comes are required by each of the Company and the Dealer Manager to inform themselves about and to observe any such restrictions.
United States
The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to, or for the benefit of, U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") ("U.S. persons"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by U.S. persons. Accordingly, copies of this announcement and any other documents or materials relating to the Offer 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, or for the benefit of, U.S. persons. Any purported tender of Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a U.S person or a person located in the United States or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a U.S. person or a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Bonds participating in the Offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in such Offer from the United States, or it is acting on a non- discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such Offer from the United States. 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 communication of this announcement and any other documents or materials relating to the Offer 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 as amended. 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 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 (the "Financial Promotion Order")) or persons who are within Article 43(2) or 49(2)(a) to (d) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
Italy
None of the Offer, this announcement or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Offer is 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 "Italian Financial Services Act") and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers' Regulation"). A Bondholder resident or otherwise located in Italy can participate in the Offer only if it is a "qualified investor" within the meaning of article 35-bis, paragraph 3 and as defined in article 34-ter, letter b) of the Issuer's Regulation. Accordingly, a Bondholder who is resident or otherwise located in the Republic of Italy that does not qualify as such may not participate in the Offer having as target convertible bonds.
Bondholders or beneficial owners of the Bonds that are resident or located in Italy can tender some or all of their Bonds pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Italian 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 Bonds or the Offer.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. This announcement and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Russia
This announcement and the information contained herein is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia to or for the benefit of any Russian person or entity, and does not constitute an advertisement or offering of any securities in Russia within the meaning of Russian securities laws. Information contained in this announcement is not intended for any persons in Russia who are not "qualified investors" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended ("Russian QIs") and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.
General
Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
Each of the Company and the Dealer Manager reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Bonds for purchase pursuant to the Offer whether any such representation given by a Bondholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender or submission may be rejected.
The Offer is not being made to any individual or entity (a "Person") (a) that is, or is owned or controlled by (but solely if under the relevant sanctions such person so owned or controlled by (as such terms are interpreted in the relevant regulations or in any guidance in relation to such regulations) is also deemed to be subject to sanctions) a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf), (ii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm) or (iii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf); or (b) that is otherwise the subject or target of any sanctions administered or enforced by any sanctions authority (which means (x) the Security Council of the United Nations; and (y) the competent governmental institutions and agencies of the US, the United Kingdom, the European Union or a member state of the European Union including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury), other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the "SSI List"), (ii) Annexes III, IV, V and VI of Council Regulation No.833/2014, as amended by Council Regulation No.960/2014 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.
Annex 1
Deemed Representations and Undertakings by Bondholders Submitting Tender Instructions
Except as defined herein, defined terms used below have the meanings given to them in the Press Release setting out the terms of invitation to Bondholders in respect of the 1per cent. guaranteed convertible bonds due 2021 (the "Bonds"), dated 12 April 2018 (the "Invitation to Tender")
By submitting a Tender Instruction in the Offer in respect of any Bonds, a Bondholder will be deemed to acknowledge, represent, warrant and undertake to the Company and the Dealer Manager that, as of the time of its acceptance of the Offer and on the Settlement Date, it is an Eligible Holder and:
1. the Company is under no obligation to accept for purchase Bonds tendered pursuant to the Offer, and accordingly such tender may be accepted or rejected by the Company in its sole and absolute discretion and for any reason at any time prior to the announcement of the results of the Offer;
2. it has received the Invitation to Tender and has reviewed and accepts the offer and distribution restrictions, the terms, conditions and other considerations of the Offer, all as described in the Invitation to Tender, and has undertaken an appropriate analysis of the implications of the Offer without reliance on the Company or the Dealer Manager;
3. it has sufficient information available to it to make an investment decision with respect to the Offer and understands the content of the Invitation to Tender, and acknowledges that none of the Company or the Dealer Manager or any other person representing or acting on behalf of either the Company or the Dealer Manager has made any representation to it with respect to the Offer other than as set forth in the Invitation to Tender, together with any supplement thereto, upon which it is relying solely in making its investment decision with respect to the Offer, and it has made its own assessment of the relevant tax, legal and other economic considerations relevant to participating in the Offer;
4. no information has been provided to it by the Company, the Dealer Manager or any of their respective directors, officers, employees, agents or affiliates with regard to the tax consequences for Bondholders arising from the purchase of Bonds by the Company pursuant to the Offer and the receipt by the Bondholder of the Purchase Price and the accrued interest, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws and regulations of any applicable jurisdiction as a result of its participation in the Offer and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Company, the Dealer Manager, or any of their respective directors, officers, employees, agents or affiliates, or any other person in respect of such taxes and payments;
5. it is not a person to whom it is unlawful to make an invitation pursuant to the Offer under applicable securities laws and regulations, it has not distributed or forwarded the Invitation to Tender or any other documents or materials relating to the Offer to any such person(s) and it has (before submitting, or arranging for the submission on its behalf, as the case may be, of the Tender Instruction in respect of the Bonds it is tendering for purchase) complied with all laws and regulations applicable to it for the purposes of its participation in the Offer;
6. it has observed the laws of all jurisdictions; obtained all requisite governmental, exchange control or other required consents; complied with all requisite formalities; and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any offer or acceptance in any jurisdiction and that it has not taken or omitted to take any action in breach of the terms of the Offer or which will or may result in the Company or the Dealer Manager or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer;
7. it has not received or sent copies or originals of the Invitation to Tender or any other materials or documents related to the Offer in, into or from the United States and has not otherwise utilised in connection with the Offer, directly or indirectly, the mails of, or any means or instrumentality (including without limitation facsimile transmission, telex, telephone or e-mail) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States;
8. either (a) (i) it is the beneficial owner of the Bonds that are being tendered pursuant to the Offer and (ii) it is located and resident outside the United States and is otherwise not a U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) and is not acting for the account or benefit of persons located or resident in the United States or other U.S. persons and is delivering its acceptance of the Offer from outside the United States or (b) (i) it is validly acting on behalf of the beneficial owner of the Bonds that are being tendered pursuant to the Offer and has been duly authorised to so act and is delivering its acceptance of the Offer from outside the United States and (ii) such beneficial owner has confirmed to it that it is located and resident outside the United States and is not otherwise a U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) and is not acting for the account or benefit of persons located or resident in the United States or other U.S. persons and is giving instructions to tender the Bonds from outside the United States;
9. it is (a) not located in, or a resident of, the Republic of Italy or (b) if it is located in, or a resident of, the Republic of Italy, it is a "qualified investor" within the meaning of article 35-bis, paragraph 3 and as defined in article 34-ter, paragraph 1), letter b), of CONSOB Regulation no. 11971 of 14 May 1999 (as amended);
10. it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or within Article 43(2) or 49(2)(a) to (d) of the Financial Promotion Order, or to whom the Term Sheet and any other documents or materials relating to the Offer may otherwise lawfully be communicated in accordance with the Financial Promotion Order;
11. it is not located or resident in France or, if it is located or resident in France, it is a (i) provider 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 investor (investisseur qualifié) other than an individual acting for its own account (all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 and D.411-4 of the French Code Monétaire et Financier), acting on its own account;
12. it is not located or resident in Russia or, if it is located or resident in Russia, it is a "qualified investor" within the meaning of Article 51.2 of the Federal Law no. 39-FZ "On the Securities Market" dated 22 April 1996, as amended;;
13. it is not an individual or entity (a "Person") that is, or is owned or controlled by (but solely if under the relevant sanctions such person so owned or controlled by (as such terms are interpreted in the relevant regulations or in any guidance in relation to such regulations) is also deemed to be subject to sanctions) a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf), (ii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm) or (iii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf); or (b) that is otherwise the subject or target of any sanctions administered or enforced by any sanctions authority (which means (x) the Security Council of the United Nations; and (y) the competent governmental institutions and agencies of the US, the United Kingdom, the European Union or a member state of the European Union including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury), other than solely by virtue of its inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the "SSI List"), (ii) Annexes III, IV, V and VI of Council Regulation No.833/2014, as amended by Council Regulation No.960/2014 (the "EU Annexes"), or (iii) any other list maintained by a sanctions authority, with similar effect to the SSI List or the EU Annexes;
14. it has full power and authority to tender the Bonds it has tendered in the Offer and, if such Bonds are accepted for purchase by the Company, such Bonds will be transferred to, or to the order of, the Company with full title guarantee and free from all liens, charges, interests, rights of third parties and encumbrances and any adverse claim, and subject to the benefit of all rights attached to such Bonds, and it will, upon request, execute and deliver any additional documents and/or do such other things deemed by the Company to be necessary or desirable to complete the transfer and, if relevant, the cancellation of such Bonds or to evidence such power and authority;
15. the Company and the Dealer Manager will rely on the truth and accuracy of the foregoing acknowledgements, agreements, representations, warranties and undertakings and it shall indemnify the Company and the Dealer Manager against all and any losses, costs, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the agreements, representations, warranties and/or undertakings given in connection with the Offer made (including any acceptance thereof) by any such Bondholder;
16. none of the Company or the Dealer Manager has given it any information with respect to the Offer save as expressly set out in the Invitation to Tender nor has any of them made any recommendation to it as to whether it is eligible to or should tender Bonds for purchase in the Offer and it has made its own decision with regard to whether to tender Bonds in the Offer based on any legal, tax or financial advice it has deemed necessary to seek; and
17. in respect of its Bonds which it tenders and which are accepted for purchase pursuant to the Offer, it (i) releases, to the fullest extent permitted by law, the Company and the Dealer Manager and their respective financial and legal advisers (together in each case with their respective directors, members, employees and representatives) from any liabilities in relation to or arising in connection with the preparation, negotiation or implementation of the Offer or any part thereof; (ii) waives, to the fullest extent permitted by law, all rights and entitlement it may otherwise have or acquire to bring, participate in or enforce legal proceedings of any nature against the Company, the Dealer Manager and/or their respective financial and legal advisers (together in each case with their respective directors, members, employees and representatives) in connection with the Offer and/or its Bonds; (iii) waives, to the fullest extent permitted by law, all its rights, title and interest to and claims in respect of such Bonds; and (iv) acknowledges that the Contracts (Rights of Third Parties) Act 1999 applies to the foregoing acknowledgements, agreements, representations, warranties and undertakings.