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Information source: lucid issuer services limited
Purpose of the offer
The rationale for the offers is to effectively manage the group’s
Outstanding liabilities and to strengthen its balance sheet. The
Offers are also designed to provide liquidity to the
Securityholders.
Purchase price
The purchase price will be determined by an unmodified dutch
Auction (a bidding process).
For the competitive offer: you need to send a bid price greater
Than relevant minimum purchase price to euroclear bank. This bid
Price needs to be in increments of 0.25 per cent above the
Minimum purchase price. In the event that any tender instruction
In respect of securities specifies a purchase price that is not
An integral increment of 0.25 per cent above the minimum purchase
Price, the purchase price so specified shall be rounded up to the
Nearest such increment of 0.25 percent above the
Relevant minimu purchase price, and the tender instruction shall
Be deemed to have specified such rounded figure as the purchase
Price
For the non-competitive offer: send an instruction without
Specifying a bid price. Any non-competitive tender instruction
Will be deemed to have specified the relevant minimum purchase
Price as the purchase price for the tendered securities
Under the unmodified dutch auction procedure, the purchase price
The offeror will pay for any securities of each series accepted
For purchase shall be equal to the particular purchase price
Specified by the relevant securityholder in the relevant tender
Instruction.
As the purchase price applicable to each securityholder is
Determined by reference to the relevant purchase price specified
By such securityholder in its tender instruction, the purchase
Price payable to each such securityholder will not necessarily be
The same.
Minimum purchase price
67 per cent
Accrued and unpaid interest
Accrued and unpaid interest will be paid up to, but not
Including, the settlement date
Minimum exercise amount
You need to tender in a minimum denomination of eur 73,617.69 and
In multiples of eur 73,617.69 in excess thereof, in order to
Validly submit an instruction for the unmodified dutch auction.
Minimum aggregate offer acceptance amount
The unmodified dutch auction is not conditional on a minimum
Aggregate amount of securities being tendered.
Maximum aggregate offer acceptance amount
The issuer is offering to purchase up eur 250,000,000 aggregate
Amount of its outstanding securities (the ’tender cap’).
Proration
If the aggregate principal amount outstanding of securities of a
Particular series validly tendered pursuant to non-competitive
Tender instructions is greater than the relevant series acceptance
Amount, the offeror intends to accept all such securities for
Purchase on a pro rata basis such that the aggregate outstanding
Principal amount of all such securities accepted for purchase is
No greater than such series acceptance amount
In such circumstances, the purchase price for such series will be
The minimum purchase price for such series, and the offeror will
Not accept for purchase any securities tendered pursuant to
Competitive tender instructions
If the aggregate principal amount outstanding of securities of a
Particular series validly tendered pursuant to non-competitive
Tender instructions is not greater than the relevant series
Acceptance amount, the offeror intends to accept for purchase:
(a) first, all such securities tendered pursuant to
Non-competitive tender instructions and
(b) second, securities validly tendered pursuant to competitive
Tender instructions, from the lowest purchase price tendered to
The highest purchase price tendered, up to the relevant series
Acceptance amount and on a prorata basis to the extent two or more
Such accepted competitive tender instructions specify the same
Purchase price. The aggregate principal amount outstanding of such
Securities accepted for purchase with respect to each series
Shall not be greater than the relevant series acceptance amount
Poolfactor
Not applicable
Market timetable
Market expiry date: 18/05/12 at 17.00 cet
Market withdrawal date: instructions are irrevocable
Announcement of the results: 21/05/12
Expected settlement date: 24/05/12
Withdrawal rights
Instructions for the unmodified dutch auction are irrevocable,
Except in the limited circumstances described in the tender offer
Memorandum
Conditions
Refer to the tender offer memorandum for the conditions of this
Tender offer.
Restrictions
Certain restrictions apply at beneficial owner level for the
Following countries:
United states
Italy
United kingdom
Belgium
France
Spain
Portugal
Ireland
Further restrictions may apply. Refer to the tender offer
Memorandum for the restrictions of this tender offer
Tender agent
Lucid issuer services limited
Leroy house
436 essex road
London n1 3qp
United kingdom
Tel: +44 (0) 20 7704 0880
Fax: +44 (0) 20 7067 9098
Email: catalunya(at)lucid-is.com
Attention: david shilson / sunjeeve patel
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