Sirius Minerals Regulatory News (SXX)

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

30 April 2019

Sirius Minerals Plc

Convertible Bond Offering and Concurrent Repurchase of any and all Outstanding U.S.$244.2 million Guaranteed Convertible Bonds due 2023

Sirius Minerals Plc (the "Company") today announces the launch of an offering (the "Offering") of U.S.$400 million of Guaranteed Convertible Bonds due 2027 (the "Bonds"). The Bonds will be issued by Sirius Minerals Finance No.2 Limited (the "Issuer"), a wholly-owned indirect subsidiary of the Company incorporated in Jersey, and will be guaranteed by the Company. Concurrently with the issue of the Bonds, the Issuer also intends to issue up to U.S.$244.2 million in aggregate principal amount of Guaranteed Convertible Bonds due 2027 (the "Non-Escrow Bonds") to holders of the outstanding U.S.$244.2 million of Guaranteed Convertible Bonds due 2023 (ISIN: XS1515223516) (the "Existing Bonds") issued by Sirius Minerals Finance Limited and guaranteed by the Company who tender their Existing Bonds for repurchase pursuant to the Repurchase (as described herein).

The Non-Escrow Bonds will have the same terms as the Bonds in all respects, save that the Non-Escrow Bonds will not have the benefit of the escrow or security arrangements or a certain redemption option described in the Terms and Conditions of the Bonds. The Bonds and the Non-Escrow Bonds will, subject to certain conditions, be consolidated to form a single series of bonds trading under the same ISIN no later than 23 January 2020.

Concurrently with the Offering, an underwritten firm placing and placing and open offer of new ordinary shares in the capital of the Company (the "Firm Placing and Placing and Open Offer") to raise approximately U.S.$400 million will be undertaken by the Sole Bookrunner and others on behalf of the Company (the "Concurrent Equity Placement").

Upon release from escrow (as described below), the Company expects to use the net proceeds of the Offering, together with the net proceeds of the Firm Placing and Placing and Open Offers to continue to incur capital expenditure in line with key project milestones for the development of a polyhalite mine, located in North Yorkshire in the United Kingdom as part of the initial construction phase, covering the period until production capacity of 10 mtpa is achieved and which is now underway. The proceeds from the Non-Escrow Bonds will be used in full to fund the Repurchase Price (as defined below) for any Existing Bonds purchased by the Guarantor pursuant to the Repurchase.

Convertible Bond Offering

The Bonds will have a principal amount of U.S.$200,000. The Bonds will be issued at par and will carry a cash coupon of 5.0% per annum payable quarterly in arrear in equal instalments and will be redeemed at maturity on 23 May 2027 at 160.19%, implying a yield to maturity of 10.0%. The Bonds will be convertible into fully paid ordinary shares of the Company (the "Ordinary Shares") with the initial conversion price expected to be set at a premium in the range of 20 - 25% above the clearing price of an Ordinary Share in the Concurrent Equity Placement, converted to U.S.$ at the prevailing U.S.$:GBP spot rate at the time of pricing (the "Reference Share Price").

On or around 25 May 2020, the conversion price will be adjusted (but only if the conversion price so adjusted is lower than the then prevailing conversion price) based on a pre-determined formula as defined in the Terms and Conditions of the Bonds. If the adjusted conversion price thus calculated is less than the Reference Share Price, the conversion price will then be reset to be equal to the Reference Share Price (subject to adjustment from time to time on an equivalent basis to any adjustment made to the conversion price pursuant to the Terms and Conditions of the Bonds).

In addition to receiving Ordinary Shares, holders of Bonds will receive a Make Whole Amount (as described in the Terms and Conditions of the Bonds) upon exercise of their conversion rights.

The gross proceeds from the issuance of the Bonds (the "Escrow Property") will be placed in escrow on the Closing Date. By no later than five London business days following the redemption of all Existing Bonds, the obligations of the Issuer under the Bonds will be secured by the Issuer in favour of the trustee for the benefit of itself and the Bondholders by way of first fixed charge in respect of all of the Issuer's rights, title and interest from time to time in and to the Escrow Property.

Save for limited circumstances described in the Terms and Conditions of the Bonds, the Escrow Property shall only be released to the Issuer upon the earlier of (i) 23 January 2020 and (ii) the completion (a "Stage 2 Debt Event") by the Company and/or a subsidiary of the Company of (a) an issuance of senior secured guaranteed bonds or other financing raising gross proceeds of at least U.S.$500 million and (b) the entry into a revolving credit facility with a committed amount available to the Company or one of its subsidiaries of at least U.S.$2.5 billion from time to time provided that, on the date such Stage 2 Debt Event is notified to Bondholders, the Company or the relevant subsidiary is in compliance with its covenants under such facility.

The Issuer will have the option to redeem all, but not some only, of the outstanding Bonds at the accreted principal amount (plus accrued interest):

· At any time on or after 13 June 2021 and up to but excluding 13 June 2023 if the Call Value of the Ordinary Shares underlying a Bond in the principal amount of U.S.$200,000 shall have been at least 150% of the accreted principal amount of a Bond in the principal amount of U.S.$200,000;

· At any time on or after 13 June 2023 if the Call Value of the Ordinary Shares underlying a Bond in the principal amount of U.S.$200,000 shall have been at least 130% of the accreted principal amount of a Bond in the principal amount of U.S.$200,000; and

· At any time, if 85 per cent. or more of the aggregate principal amount of the Bonds originally issued shall have been previously converted or repurchased and cancelled (the "Clean-up Call"),

where the "Call Value" means the value of the Ordinary Shares (converted into U.S. dollars at the prevailing rate) underlying each Bond of U.S.$200,000 in principal amount as calculated on each of at least 20 dealing days in any period of 30 consecutive dealing days ending not more than 7 days prior to the giving of the notice of redemption.

The final terms of the Bonds are expected to be announced on 1 May 2019, subject to acceleration. Settlement and delivery of the Bonds and any Non-Escrow Bonds is expected to take place on or about 23 May 2019 (the "Closing Date").

Settlement of the Bonds and any Non-Escrow Bonds is conditional upon (i) approval of the shareholders of the Company of the resolutions to be proposed at a General Meeting of the Company to be held on 21 May 2019 in relation to the issue of new Ordinary Shares in connection with any conversion of the Bonds and any Non-Escrow Bonds, and the Concurrent Equity Placement and (ii) the admission to trading of any new Ordinary Shares issued in connection with the Concurrent Equity Placement on the London Stock Exchange's Main Market (the "Settlement Conditions").

It is intended that application will be made for the Bonds and any Non-Escrow Bonds to be listed on the Official List of the FCA and admitted to trading on the regulated market of the London Stock Exchange on or around the Closing Date.

The Company and its subsidiaries have agreed to a lock-up undertaking for a period from the pricing date to 180 days after the Closing Date in respect of the Ordinary Shares (and equity-linked instruments in respect of the Ordinary Shares), subject to customary exceptions and excluding any Ordinary Shares issued pursuant to the Concurrent Equity Placement. 

J.P. Morgan Cazenove is acting as Sole Bookrunner in connection with the Offering.

The Bonds will be offered via an accelerated book building process through a private placement only to institutional investors outside the United States of America, Australia, Canada, South Africa and Japan.

Concurrent Offer to Repurchase Existing Bonds

Concurrently with the offering of the Bonds, the Sole Bookrunner is assisting the Company with an offer to holders of the Existing Bonds to sell their Existing Bonds for cash at the Repurchase Price, which cash amount shall be immediately and mandatorily applied to the purchase of Non-Escrow Bonds of a corresponding aggregate principal amount (the "Repurchase").

Holders of Existing Bonds may only participate in the Repurchase if they agree to purchase Non-Escrow Bonds in the same aggregate principal amount as the aggregate principal amount of their Existing Bonds accepted for purchase by the Issuer pursuant to the Repurchase.

The Repurchase is targeted at holders of the Existing Bonds that are not persons located or resident in the United States or persons acting for the account or benefit of such persons willing to sell their Existing Bonds to the Company (the "Eligible Holders").

Eligible Holders whose Existing Bonds are purchased by the Company pursuant to the Repurchase will be eligible to receive consideration of U.S.$200,000 per U.S.$200,000 in principal amount of the Existing Bonds (the "Repurchase Price"), which shall be immediately and mandatorily applied to the purchase of Non-Escrow Bonds. The Company will also pay, in respect of Existing Bonds accepted for purchase pursuant to the Repurchase, a cash amount (the "Accrued Interest Payment") representing the accrued but unpaid interest on each U.S.$200,000 in aggregate principal amount of Existing Bonds from and including 28 February 2019, being the immediately preceding interest payment date applicable to the Existing Bonds, to but excluding the settlement date for the Repurchase (the "Settlement Date"). The Accrued Interest Payment, based on an expected Settlement Date of 23 May 2019 is expected to be U.S.$3,967 per U.S.$200,000 in aggregate principal amount of Existing Bonds.

Settlement of the Repurchase is conditional upon the Settlement Conditions being fulfilled.

The Company reserves the right to repurchase further Existing Bonds until settlement of the Repurchase at the same Repurchase Price, and/or after settlement whether on or off the market. Pursuant to the terms and conditions of the Existing Bonds, Sirius Minerals Finance Limited may redeem all (but not some only) of the Existing Bonds at their principal amount, together with accrued interest to such date at any time if conversion rights and/or purchases (and corresponding cancellations) and/or redemptions of Existing Bonds shall have been effected in respect of 85% or more in aggregate principal amount of the Existing Bonds originally issued.

The Company expressly reserves the right, in its sole discretion, subject to applicable law, at any time, to (i) extend the expiration deadline for the Repurchase and/or (ii) amend any other term of the Repurchase in any respect. The Company intends to cancel any Existing Bonds repurchased by it pursuant to the Repurchase.

In order to offer their Existing Bonds for purchase pursuant to the Repurchase, holders of the Existing Bonds are required to contact the Sole Bookrunner using the details below as soon as possible today:

J.P. Morgan Securities plc25 Bank StreetCanary WharfLondon E14 5JPUnited Kingdom

Attention: ECM SyndicateTelephone: +44 207 134 2650Email: EQL_LM@jpmorgan.com

Holders of the Existing Bonds will not be able to submit indications of interest or offers through Euroclear Bank SA/NV or Clearstream Banking S.A.

Important Information

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities and the Offering is not an offer to the public in any jurisdiction.

This press release is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offering, the Repurchase, the Bonds and the Existing Bonds described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this press release is being made on behalf of the Company by Nick King, General Counsel and Company Secretary.

 For further information, please contact:

About Sirius Minerals Plc

Sirius Minerals Plc is focused on the development of its polyhalite project in North Yorkshire, the United Kingdom, which the Company believes to be the world's largest known high-grade polyhalite deposit.

The Company's polyhalite product, which it markets under the trademarked name POLY4, is a multi-nutrient fertilizer that can be used to achieve balanced fertilization, which is critical to obtaining optimal crop yields and quality. Sirius Minerals' shares are traded on the premium list of the London Stock Exchange. Its shares are also traded in the United States on the OTCQX through a sponsored ADR facility.

IMPORTANT NOTICE IN RELATION TO THE OFFERING

NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE COMPANY, THE SOLE BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN IN JERSEY. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER, THE COMPANY AND THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDSMANUFACTURER HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS HAS LED TO THE CONCLUSION WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN DIRECTIVE 2014/65/EU, AS AMENDED ("MIFID II"); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER'S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURER'S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.

THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).

ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE INFORMATION TOEGTHER WITH THE OFFERING CIRCULAR IN PRELIMINARY AND FINAL FORM. NEITHER THE SOLE BOOKRUNNER NOR ANY OF ITS AFFILIATES ACCEPTS ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER'S AND THE COMPANY'S PUBLICLY AVAILABLE INFORMATION TOEGTHER WITH THE OFFERING CIRCULAR IN PRELIMINARY AND FINAL FORM. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE "SECURITIES"). NONE OF THE ISSUER, THE COMPANY OR THE SOLE BOOKRUNNER MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THE SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE SOLE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.

EACH OF THE ISSUER, THE COMPANY, THE SOLE BOOKRUNNER AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

IMPORTANT NOTICE IN RELATION TO THE REPURCHASE

THIS PRESS RELEASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE REPURCHASE IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH REPURCHASE UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY EACH OF THE ISSUER, THE COMPANY AND THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

UNITED STATES

THE REPURCHASE 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. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE, THE INTERNET AND OTHER FORMS OF ELECTRONIC COMMUNICATION.

THE EXISTING BONDS MAY NOT BE TENDERED IN THE REPURCHASE BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES. ACCORDINGLY, COPIES OF THIS PRESS RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE 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. ANY PURPORTED TENDER OF EXISTING BONDS IN THE REPURCHASE RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED TENDER OF EXISTING BONDS IN THE REPURCHASE MADE BY A PERSON LOCATED IN THE UNITED STATES OR BY ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PERSON OR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED.

EACH HOLDER OF EXISTING BONDS PARTICIPATING IN THE REPURCHASE WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES AND IT IS NOT PARTICIPATING IN SUCH REPURCHASE FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL THAT IS LOCATED OUTSIDE THE UNITED STATES AND THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN SUCH REPURCHASE FROM THE UNITED STATES. FOR THE PURPOSES OF THIS AND THE ABOVE TWO PARAGRAPHS, "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 PRESS RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE 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 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 REPURCHASE, THIS PRESS RELEASE OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE 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 REPURCHASE 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, AS AMENDED FROM TIME TO TIME (THE "ISSUERS' REGULATION"). ACCORDINGLY, NO TENDERS BY THE HOLDERS OF THE EXISTING BONDS MAY BE COLLECTED, NOR ANY OTHER MATERIALS RELATING TO THE REPURCHASE MAY BE DISTRIBUTED IN THE REPUBLIC OF ITALY EXCEPT TO QUALIFIED INVESTORS (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100 OF THE ITALIAN FINANCIAL SERVICES ACT AND ARTICLE 34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS' REGULATION.

HOLDERS OR BENEFICIAL OWNERS OF THE EXISTING BONDS THAT ARE RESIDENT OR LOCATED IN ITALY CAN TENDER SOME OR ALL OF THEIR EXISTING BONDS PURSUANT TO THE REPURCHASE 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. 20307 OF 15 FEBRUARY 2018, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993, AS AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR WITH REQUIREMENTS IMPOSED BY CONSOB, THE BANK OF ITALY 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 EXISTING BONDS OR THE REPURCHASE.

FRANCE

THE REPURCHASE IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE"). NEITHER THIS PRESS RELEASE NOR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REPURCHASE 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 REPURCHASE. THIS PRESS RELEASE AND ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE REPURCHASE HAVE NOT BEEN AND WILL NOT BE SUBMITTED FOR CLEARANCE TO NOR APPROVED BY THE AUTORITÉ DES MARCHÉS FINANCIERS.

GENERAL

NEITHER THIS PRESS RELEASE NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL BONDS (AND TENDERS OF EXISTING BONDS FOR PURCHASE PURSUANT TO THE REPURCHASE WILL NOT BE ACCEPTED FROM HOLDERS OF EXISTING BONDS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE REPURCHASE TO BE MADE BY A LICENSED BROKER OR DEALER AND THE SOLE BOOKRUNNER OR ANY OF ITS AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE REPURCHASE SHALL BE DEEMED TO BE MADE BY THE SOLE BOOKRUNNER OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE COMPANY IN SUCH JURISDICTION.