05 Apr 2023
2023 PUT OPTION EVENT NOTICE Amsterdam, Netherlands, 5 April 2023
2023 PUT OPTION EVENT NOTICE
relating to
USD 529,320,000 5.95% notes due October 2023 (ISIN: US92718WAE93 (144A) and XS0889401724 (REGS)) and USD 700,000,000 7.25% notes due December 2023 (US36251BAB18 (144A) and XS1400710726 (REGS)) (each a Series of Notes and together the Notes )
Reference is made to the terms and conditions of the Notes (as amended from time to time and as most recently amended on 4 April 2023) (in respect of each Series of Notes, the Conditions ).
Terms defined in the Conditions shall have the same meaning in respect of each Series of Notes in this notice, unless otherwise defined herein.
In accordance with Condition 6(e)(ii) and Condition 6(e)(2) (2023 Put Option) of each respective Series of Notes, the Issuer hereby gives notice to the holders of the Notes (each a Holder and together the Holders ) that the Amendment Effective Date occurred on 4 April 2023 and, accordingly, the 2023 Put Option Period shall commence today, 5 April 2023, and expire at 5:00 p.m. (New York time) on 19 April 2023. The identity and notice details of the Settlement Agent are set out below in this notice.
The Issuer shall repurchase all Notes in respect of which an election has been validly completed and timely submitted by a Holder in accordance with the instructions provided in this notice, on 26 April 2023 (the Settlement Date ). The repurchase price for each Note pursuant to the 2023 Put Option shall be 102% of its principal amount together with accrued but unpaid interest to (but excluding) the Settlement Date (the Repurchase Price ).
Any steps taken in respect of the 2023 Put Option must be in compliance with all applicable Sanctions laws and regulations. See Compliance with applicable Sanctions laws and regulations and Repurchase of the Notes below.
Procedure for Holders who wish to submit an election
Summary of procedure
Holders who wish to submit an election must have submitted their validly completed electronic election notice (the 2023 Put Option Election Notice ) to Kroll Issuer Services Limited (as the Settlement Agent) as a response to the corporate action within the time period commencing 5 April 2023, and ending 5:00 p.m. (New York time) on 19 April 2023 (with the end time being the Expiration Deadline ), pursuant to the election process further described below.
For the avoidance of doubt, the 2023 Put Option Election Notice defined in this notice is the 2023 Put Option Election Notice referred to in the Conditions and Holders do not need to obtain any form of notice from the Settlement Agent, provided that Holders follow the procedures outlined below. Holders that require assistance with respect to the procedures for participating in the 2023 Put Option should contact the Settlement Agent, the contact details for whom are set out on the last page of this 2023 Put Option Event Notice.
Each Holder should deliver, or arrange to have delivered on its behalf, via account holders/direct participants in and through Euroclear Bank S.A./N.V. ( Euroclear ), Clearstream Banking, soci t anonyme ( Clearstream, Luxembourg ), or The Depository Trust Company ( DTC ) (each a Clearing System and, together, the Clearing Systems ) and in accordance with the requirements of the relevant Clearing System, a validly completed 2023 Put Option Election Notice that is received in each case by the Settlement Agent by the Expiration Deadline.
The 2023 Put Option Election Notices must be submitted in respect of a principal amount of Notes in the relevant Series of Notes of no less than USD 200,000 each, and may be submitted in integral multiples of USD 1,000 in excess thereof. A 2023 Put Option Election Notice can be completed on behalf of one or more beneficial owner in respect of each Series of Notes.
Holders are advised to confirm with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in the 2023 Put Option prior to the Expiration Deadline. The deadlines set by any such intermediary and each Clearing System for the submission of 2023 Put Option Election Notices will be earlier than the Expiration Deadline specified in this notice.
Submission of 2023 Put Option Election Notice
Only a person who is shown in the records of the relevant Clearing System (a Direct Participant ) may submit a 2023 Put Option Election Notice. Each Holder that is not a Direct Participant must arrange for the Direct Participant through which it holds the Notes to submit a 2023 Put Option Election Notice on its behalf to the relevant Clearing System before the deadlines specified by such Clearing System (which will be earlier than the deadlines specified in this notice).
The participation of Holders in the 2023 Put Option will be deemed to have occurred upon receipt by the Settlement Agent at or prior to the Expiration Deadline via the relevant Clearing System of a valid 2023 Put Option Election Notice submitted in accordance with the requirements of such Clearing System. The receipt of such 2023 Put Option Election Notice by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the Notes in the Holders account at the relevant Clearing System so that no transfers may be effected in relation to such Notes from the date the relevant 2023 Put Option Election Notice is submitted.[1]
Holders must take the appropriate steps through the relevant Clearing System so that no transfers may be effected in relation to such blocked Notes at any time after the date of submission of a 2023 Put Option Election Notice, in accordance with the requirements of the relevant Clearing
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