The Issuer will pay for each Series of Securities validly tendered and accepted by it for purchase pursuant to the Tender Offers a price (each, a "Tender Price") to be determined (other than in respect of the 2022 Floating Rate Notes) at the Pricing Time on the Pricing Date in the manner described in the Tender Offer Memorandum by reference to: (i) in respect of the 2021 Notes, the 2022 Fixed Rate Notes and the 2023 Notes (each such Series of Securities, a "Fixed Yield Series") the fixed purchase yield of -0.500 per cent. in respect of the 2021 Notes, -0.050 per cent. in respect of the 2022 Fixed Rate Notes and -0.450 per cent. in respect of the 2023 Notes (each such yield, a "Fixed Purchase Yield"); and (ii) in respect of the 2025 Notes the sum (such sum, the "2025 Notes Fixed Purchase Yield") of (i) the 2025 Notes Fixed Purchase Spread and (ii) the 2025 Notes Interpolated Mid-Swap Rate. Each such Tender Price will be determined in accordance with market convention and expressed as a percentage of the principal amount of Securities of the relevant Series accepted for purchase pursuant to the relevant Tender Offer rounded to the nearest 0.001 per cent. (with 0.0005 per cent rounded upwards), and is intended to reflect a yield to maturity of the relevant Series (and in the case of the 2025 Notes, to the first optional call date) on the Settlement Date equal to the relevant Tender Yield. Specifically, the Tender Price applicable to Securities of a particular Series (other than the 2022 Floating Rate Notes) will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of the relevant Series (and in the case of the 2025 Notes, to the first optional call date, assuming all outstanding 2025 Notes are redeemed at their principal amount on such date), discounted to the Settlement Date at a discount rate equal to the relevant Tender Yield, minus (b) Accrued Interest for such Series. In respect of the 2022 Floating Rate Notes the Tender Price is 101.073 per cent. TENDER PRIORITY When accepting validly tendered Securities for purchase pursuant to the Tender Offers, the Issuer will give priority to the 2023 Notes validly tendered for purchase. If the Issuer decides to accept any Securities for purchase, the Issuer currently proposes to accept for purchase pursuant to the Tender Offers (i) any and all of the 2023 Notes and (ii) all or part of the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes and 2025 Notes validly tendered for purchase such that the aggregate principal amount of the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes and 2025 Notes accepted for purchase shall not (when aggregated with the aggregate principal amount of the 2023 Notes to be accepted for purchase) exceed the Euro Equivalent of EUR750,000,000. The Issuer however reserves the right in its sole discretion to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the Tender Offers. Subject to the priority provided to the 2023 Notes, the Issuer will determine the allocation of the Final Acceptance Amount between each Series of Securities in its sole and absolute discretion, and reserves the right to accept significantly more or significantly less (or none) of any such Series as compared to the other such Series. In the case of the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes and 2025 Notes, if the Issuer decides to accept any validly tendered Securities of such Series for purchase pursuant to the relevant Tender Offer and the aggregate principal amount of the relevant Series validly tendered for purchase is greater than the aggregate principal amount of such Series that the Issuer decides to accept for purchase, the Issuer intends to accept such Securities for purchase on a pro rata basis as further described below. In the circumstances described in the Tender Offer Memorandum in which the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes or 2025 Notes validly tendered pursuant to the Tender Offers are to be accepted on a pro rata basis, for the purposes of such acceptance, each such valid Offer to Sell will be scaled by the relevant factor equal to (i) the maximum aggregate principal amount of the Securities of the relevant Series that are to be accepted for purchase, divided by (ii) the aggregate principal amount of the Securities of such Series that have been validly tendered in the Tender Offers, subject to rounding as provided below. Each tender of Securities reduced in this manner will be rounded down at the Issuer's discretion to the nearest EUR1,000 or SEK 1,000,000 (as applicable) provided that the Issuer will not accept an Offer to Sell in this manner where the acceptance of pro-rated Securities would result in a Securityholder transferring Securities to the Issuer in an aggregate principal amount less than the applicable Minimum Denomination. In addition, in the event of any such pro rata allocation, the Issuer will use reasonable endeavours to apply pro rata allocation (to the extent practicable, and adjusted as may be applicable) to each valid Offer to Sell of Securities of the relevant Series in such a manner as will result in both: (a) the relevant Securityholder transferring to the Issuer an aggregate principal amount of Securities of the relevant Series; and (b) the relevant Securityholder's residual amount of Securities of the relevant Series (being the principal amount of the Securities the subject of the relevant Offer to Sell that are not accepted for purchase by virtue of such pro rata allocation), amounting, in each case, to either (i) at least the Minimum Denomination of such Series or (ii) zero, and the Issuer therefore reserves the right (but shall not be obliged) to adjust the relevant factor applicable to any relevant Offer to Sell accordingly. The Issuer is not under any obligation to accept any valid Offers to Sell by Securityholders. Securities in respect of which the Issuer has not accepted an Offer to Sell (including where such non-acceptance is as a result of pro-ration) will remain outstanding subject to the terms and conditions of such Securities and will be unblocked in the respective Clearing System as soon as possible after the Settlement Date. Each acceptance of an Offer to Sell shall become effective through settlement without any further notification of such acceptance to the respective Securityholders, and the respective Securityholders waive any such separate notification of acceptance by transmitting the Electronic Instruction Notice. PARTICIPATING IN THE TENDER OFFERS To tender Securities for purchase pursuant to the relevant Tender Offer, a Securityholder who is eligible to participate in the relevant Tender Offer (each a "Qualifying Holder") should deliver, or arrange to have delivered on its behalf, via Euroclear Bank SA/NV or Clearstream Banking S.A. (the "Clearing Systems") and in accordance with the requirements of such Clearing System, a valid Electronic Instruction Notice that is received by the Tender Agent by the Expiration Time. Electronic Instruction Notices must be submitted in respect of a principal amount of Securities of the relevant Series of no less than the Minimum Denomination of the relevant Series of Securities (including after any pro rata scaling, if applicable). A separate Electronic Instruction Notice must be completed on behalf of each beneficial owner of Securities of each such Series and, if a beneficial owner has a holding of Securities of more than one of these Series, in respect of its holding of Securities of each such Series. The receipt of such Electronic Instruction Notice by the relevant Clearing System will result in the blocking of the relevant Securities in the Securityholder's account with the relevant Clearing System so that no transfers may be effected in relation to such Securities. Electronic Instruction Notices are irrevocable except in the limited circumstances described in "Termination and Amendment" in the Tender Offer Memorandum. By submitting a valid Electronic Instruction Notice, a Securityholder and any Direct Participant submitting such Electronic Instruction Notice on such Securityholder's behalf shall be deemed to make and give certain agreements, acknowledgements, representations, warranties and undertakings to the Issuer, the Dealer Managers and the Tender Agent -- see "Procedure for submitting Offers to Sell -- Agreements, acknowledgements, representations, warranties and undertakings by Securityholders" in the Tender Offer Memorandum. For further information with respect to submitting Electronic Instruction Notices, see "Procedure for submitting Offers to Sell" in the Tender Offer Memorandum. Prior to making a decision as to whether to participate in the relevant Tender Offer, Securityholders should carefully consider all of the information in the Tender Offer Memorandum, including the section entitled "Risk Factors and other Considerations". INDICATIVE TIMETABLE OF EVENTS Please note the following important dates and times relating to the Tender Offers. Each is indicative only and is subject to change as a result of any extension, termination, withdrawal or amendment as set out in the Tender Offer Memorandum. Events Times and Dates ------------------------------------------- ------------------------------------- Commencement of the Tender Offers 23 November 2020 Notice of the Tender Offers published on a Notifying News Service and through RNS and distributed via the Clearing Systems. Tender Offer Memorandum made available by the Tender Agent to Qualifying Holders upon request. Beginning of Tender Offer Period. ------------------------------------------- -------------------------------------
(MORE TO FOLLOW) Dow Jones Newswires
11-23-20 0750ET