At the applicable settlement date, the Company intends to accept tenders of Notes tendered at or prior to 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012 (the “Early Tender Time”) in an amount and for the Full Tender Offer Consideration set out below, subject to the satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including the Financing Condition. The Company would also pay the amount of Accrued Interest with respect to each purchased Note as set out below.
Principal amount of Notes tendered at or prior to the Early Tender Time: €80,000,000
Notes tendered after the Early Tender Time and at or prior to the Expiration Time (defined below) and accepted for purchase, if any, would be eligible to receive the Late Tender Offer Consideration per €1,000 principal amount of Notes of €1,074.86 and not the Full Tender Offer Consideration, as described in the Tender Offer Memorandum.
The Early Acceptance Date and the Early Settlement Date are both currently expected to be October 5, 2012, but may change depending on when (or if) the Financing Condition is waived or satisfied. Tendered Notes cannot be withdrawn after the Withdrawal Deadline, which was 17:00 hours CET (11:00 a.m., New York City time), on September 27, 2012. The Offer will expire at 11:59 p.m., New York City time, on October 16, 2012, unless extended or earlier terminated by the Company (the “Expiration Time”).
Settlement of the Offer is subject to satisfaction or waiver of the conditions described in the Tender Offer Memorandum, including the Financing Condition. However, the Offer is not conditioned on the tender of any minimum principal amount of Notes.
Full details of the terms and conditions of the Offer are set out in the Tender Offer Memorandum, which is available from the Tender Agent. Capitalized terms in this announcement shall have the meanings given to them in the Tender Offer Memorandum.
This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Notes or an offer to sell or the solicitation of an offer to purchase any new securities. The Offer is being made solely pursuant to the Tender Offer Memorandum, as modified hereby. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made to participate in the Offer.
The following is contact information for the Dealer Managers and Tender Agent:
Dealer Managers: Société Générale, 17, Cours Valmy, 92987 Paris La Défense, France (Tel: +1 (212) 278 6964 (for U.S. persons) / +33 1 58 98 45 81 (for non-U.S. persons), e-mail: email@example.com); Crédit Agricole Corporate and Investment Bank, Broadwalk House, 5 Appold Street, EC2A 2DA London, United Kingdom (Tel: +44 20 7214 7408 / +44 20 7214 6712, e-mail: firstname.lastname@example.org, email@example.com); and Lloyds TSB Bank plc, 10 Gresham Street, London EC2V 7AE, United Kingdom (Tel: +44 20 7158 3981, email: firstname.lastname@example.org)
Tender Agent: Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, United Kingdom (Tel. +44 20 7704 0880, e-mail: email@example.com)
The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the relevant Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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Disclaimer and Cautionary Note Regarding Forward-Looking Statements
These risks and uncertainties are not exhaustive. Sections of the Tender Offer Memorandum describe additional factors that could adversely impact the Company’s business and financial performance. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can the Company assess the impact that these factors will have on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The Company is under no duty to update any of these forward-looking statements after the date of this press release to conform the Company’s prior statements to actual results or revised expectations and the Company does not intend to do so.
The Company cautions you not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. The Company expressly qualify in their entirety all forward-looking statements attributable to the Company or any person acting on the Company’s behalf by the cautionary statements referred to above.