LONDON-Sunday 14 October 2018 [ AETOS Wire ]
(BUSINESS
WIRE)-- JPMorgan Chase Bank, N.A. (the “Offeror”) today announces an
offer to purchase (the “Offer”) to holders (the “Bondholders”) of its
USD 350,000,000 zero coupon cash settled exchangeable bonds due 2021
(XS1748457352), of which USD 350,000,000 in aggregate principal amount
is currently outstanding (the “Bonds”) on the terms described in this
Press Release.
The
Offeror is offering to purchase any and all of the Bonds for cash at
the purchase price of USD 185,000 per USD 200,000 in principal amount of
the Bonds validly tendered by Bondholders pursuant to the Offer.
J.P.
Morgan Securities plc is acting as Dealer Manager and The Bank of New
York Mellon, London Branch is acting as Tender Agent, each in relation
to the Offer.
Timetable for the Offer
The timetable for the Offer is set out below:
Launch Date 10 October 2018
Interim Settlement Deadlines
4.00 p.m. (London time) on 16 October 2018, 23 October 2018 and 30 October 2018
In
relation to tenders validly made at or prior to each Interim Settlement
Deadline, the Offeror intends to settle Bonds accepted for purchase (if
any) on the corresponding Interim Settlement Date which shall be the
date falling three London and New York Business Days following the
relevant Interim Settlement Deadline
Tender
Instructions (as defined below) must be received by the Tender Agent
via Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking, S.A.
(“Clearstream, Luxembourg”) at or prior to the relevant Interim
Settlement Deadline for the relevant Bonds to be accepted for purchase
and settled on the Interim Settlement Date corresponding to that Interim
Settlement Deadline
Expiration Deadline
4.00 p.m. (London time) on 6 November 2018
Tender
Instructions must be received by the Tender Agent via Euroclear
Clearstream, Luxembourg at or prior to the Expiration Deadline for the
relevant Bonds to be eligible for purchase
Announcement of Results Announcement
of the final aggregate principal amount of the Bonds accepted for
purchase pursuant to the Offer will be made as soon as reasonably
practicable after the Expiration Deadline by publication of such
information by delivery of a notice to Euroclear and Clearstream,
Luxembourg (the “Clearing Systems”) for communication to Direct
Participants (as defined below).
Expected Final Settlement Date 9 November 2018
Bondholders
are advised to check with any bank, securities broker or other
intermediary (including any Direct Participant of a Clearing System)
through which they hold their Bonds as to the deadline by which such
intermediary would require receipt of instructions to participate in, or
withdraw their Tender Instructions to participate in, the Offer to meet
the deadline set out above.
The
deadline set by any such intermediary (including any Direct Participant
of the Clearing Systems) is likely to be earlier than the deadline
specified above.
The
Offeror expressly reserves the right, in its sole discretion and
subject to applicable law, at any time, to (i) extend the Expiration
Deadline, (ii) retain the Bonds successfully tendered by Bondholders
pursuant to the Offer and (iii) amend the other terms of the Offer in
any respect. Any amendment applicable to the Offer will apply to all
Bonds tendered pursuant to the Offer. If the Offeror makes a material
change in the terms of an Offer or the information concerning the Offer,
it will disseminate additional disclosure materials and extend the
Offer to the extent required by law.
Participating in the Offer
Only
Direct Participants can submit Tender Instructions. Bondholders who
intend to participate in the Offer and who are Direct Participants of a
Clearing System must take the actions set out below directly.
Bondholders who want to participate in the Offer and who are not Direct
Participants of a Clearing System must submit Tender Instructions by
instructing the bank, custodian or intermediary through which they hold
the Bonds. Any costs or expenses incurred by a bank, custodian or
intermediary submitting Tender Instructions will be borne by the
relevant Bondholder. A “Direct Participant” is a person shown in the
records of the relevant Clearing System as a holder of the Bonds.
Instructions
to tender Bonds pursuant to the Offer (“Tender Instructions”) should be
sent to the relevant Clearing System in accordance with the usual
procedures of such Clearing System. The tendering of Bonds in the Offer
will be deemed to have occurred upon receipt by the Tender Agent from
the relevant Clearing System of a valid Tender Instruction submitted in
accordance with the requirements of such Clearing System. The receipt of
such Tender Instruction 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 relevant Bonds in the
Bondholder’s account with the relevant Clearing System so that no
transfers may be effected in relation to such Bonds.
Tender
Instructions are irrevocable upon submission except in the limited
circumstances described in “General Conditions of the Offer”.
New Bond Offering
The
Offeror also announced today the launch of an offering of cash-settled
exchangeable bonds due 2021 (the “New Bonds”) in minimum aggregate
principal amount of USD 150,000,000. The New Bonds are referable to
ordinary shares of Dufry AG. Exchange rights in respect of the New Bonds
will be cash-settled only.
Contact Details
Requests for information in relation to the terms of the Offer should be directed to:
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Attention: J.P. Morgan equity-linked team
Telephone: +44 207 134 2650
Email: Eql_LM@jpmorgan.com
Requests for information in relation to the procedures for participating in the Offer should be directed to:
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
United Kingdom
Attention: Debt Restructuring Services
Telephone: +44 (0) 1202 689644
Email: debtrestructuring@bnymellon.com
Inside Information
This
press release relates to the disclosure of information that qualified,
or may have qualified, as inside information within the meaning of
Article 7(1) of the EU Market Abuse Regulations.
GENERAL CONDITIONS OF THE OFFER
1. Bondholders who wish to participate in the Offer must validly tender at least USD 200,000 in principal amount of Bonds.
2. Participation
in the Offer is conditional upon the submission of Tender Instructions
which, in the sole discretion of the Offeror, have been validly made and
the Offeror is under no obligation to any relevant Bondholder to
furnish any reason or justification for refusing to purchase any Bonds
tendered pursuant to the Offer. For example, tenders of Bonds pursuant
to the Offer may be rejected if the Offer is terminated or if the tender
of the Bonds does not comply with the requirements of a particular
jurisdiction.
3. All
payments by or on behalf of the Offeror pursuant to and in connection
with the Offer will be made net of any withholding or deduction for, or
on account of, any taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by or
on behalf of any authority having power to tax. If any such withholding
or deduction is so required, the Offeror is entitled to withhold or
deduct any amount from such payments to satisfy the withholding or
deduction and none of the Offeror, the Tender Agent or the Dealer
Manager shall be obliged to pay any additional amounts to Bondholders in
respect of such withholding or deduction.
4. If
the Offeror amends the Offer in any way that, in the opinion of the
Offeror (following consultation with the Dealer Manager), is materially
prejudicial to Bondholders that have already submitted Tender
Instructions before the announcement of such amendment and where
settlement of the purchase of the relevant Bonds has not already
occurred before such announcement (which announcement shall include a
statement that in the opinion of the Offeror such amendment is
materially prejudicial to such Bondholders), then such Tender
Instructions may be revoked for a period of 24 hours following such
announcement in accordance with the procedures of the relevant Clearing
System (and settlement of such Tender Instructions shall be suspended
for such period). For the avoidance of doubt, any Bondholder who does
not exercise any such right of revocation in the circumstances and in
the manner specified above, shall be deemed to have waived such right of
revocation and its original Tender Instruction will remain effective. A
Tender Instruction may be revoked by a Bondholder (if such Bondholder
is a Direct Participant), or the relevant Direct Participant on its
behalf, by submitting a valid electronic withdrawal instruction to the
relevant Clearing System. To be valid, such instruction must specify the
Bonds to which the original Tender Instruction related, the securities
account to which such Bonds are credited and any other information
required by the relevant Clearing System. Tender Instructions may not be
withdrawn after the settlement of the purchase of the relevant Bonds.
5. Each
Bondholder is solely responsible for making its own independent
appraisal of all matters (including those relating to the Offer, the
Bonds, the Offeror and Dufry AG whose shares the Bonds are referable to)
as such Bondholder deems appropriate, including taxation matters, in
determining whether to tender Bonds pursuant to the Offer and, if so,
the aggregate principal amount of Bonds it wishes to tender.
6. The
Offer, any acceptance of the Offer by Bondholders, and any
non-contractual obligations arising out of or in connection with the
Offer, shall be governed by and construed in accordance with English
law.
OFFER RESTRICTIONS
This
Press Release does not constitute an Offer to purchase Bonds in any
jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such an offer 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 Offeror, the Tender Agent and the
Dealer Manager to inform themselves about, and to observe, any such
restrictions.
United Kingdom
The
communication of this Press Release by the Offeror and any other
documents or materials relating to the Offer 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 (the “FSMA”). 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 is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is only
directed at and may only be communicated to (1) persons who have
professional experience in matters relating to investments, being
investment professionals as defined in Article 19 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“FPO”); (2) persons who fall within Article 43(2) of the FPO; or (3) any
other persons to whom these documents and/or materials may lawfully be
communicated. Any investment or investment activity to which this Press
Release relates is available only to such persons or will be engaged in
only with such persons and other persons should not rely on it.
France
The
Offer is not being made, directly or indirectly, to the public in the
Republic of France (“France”). Neither this Press Release nor any other
document or material relating to the Offer has 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), acting for their own account, 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 Offer. This Press Release has not been submitted for
clearance to the Autorité des Marchés Financiers.
Italy
None
of the Offer, this Press Release or any other documents or materials
relating to the Offer have been submitted to the clearance procedures of
the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being carried out in the
Republic of Italy (“Italy”) as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the Financial Services Act) and article 35-bis,
paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly,
the Offer is only addressed to holders of Bonds located in the Republic
of Italy who are “qualified investors” (investitori qualificati) as
defined pursuant to and within the meaning of Article 100 of the
Financial Services Act and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial
owners of the Bonds may tender their Bonds pursuant to the Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 16190
of 29 October 2007, as amended from time to time, and Legislative Decree
No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB
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 Bonds or the Offer.
Switzerland
Neither
this Press Release nor any other offering or material relating to the
Offer constitutes a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal Code of Obligations or
a listing prospectus within the meaning of the listing rules of the SIX
Swiss Exchange Ltd. Accordingly, the investor protection rules
otherwise applicable to investors in Switzerland do not apply to the
Offer. When in doubt, investors based in Switzerland are recommended to
contact their legal, financial or tax adviser with respect to the Offer.
General
This
Press Release does not constitute an offer to sell or buy or a
solicitation of an offer to sell or buy the Bonds, as applicable (and
any participation in the Offer will not be accepted from Bondholders) in
any circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any of the
Dealer Manager or its affiliates is such a licensed broker or dealer in
such jurisdictions, the Offer shall be deemed to be made by the Dealer
Manager or its affiliate (as the case may be) on behalf of the Offeror
in such jurisdictions.
REPRESENTATIONS
By
participating in the Offer, each Bondholder and any intermediary on
such Bondholder’s behalf shall be deemed to agree, and acknowledge,
represent, warrant and undertake to the Offeror, the Tender Agent and
the Dealer Manager on the date of submission of the relevant Tender
Instruction, the Expiration Deadline and the Settlement Date that:
(i) it
has reviewed and accepts the General Conditions of the Offer and the
Offer Restrictions, as set out in this Press Release, and confirms that
it is able to participate in the Offer in compliance with the Offer
Restrictions;
(ii) it
is not a person to whom it is unlawful to make the Offer under
applicable securities laws and it has complied with all laws and
regulations applicable to it for the purposes of its participation in
the Offer;
(iii) it
confirms that it has not, and understands and agrees that it may not,
rely on any investigation that the Tender Agent, the Dealer Manager or
any person acting on their behalf may have conducted with respect to the
Offeror, the Bonds, the Offer or the shares the Bonds are referable to,
and the Tender Agent, the Dealer Manager and their respective
affiliates make no representation, express or implied, with respect to
the Offer, the Offeror, the Bonds or the shares the Bonds are referable
to;
(iv) it
has consulted or will consult with its own legal, regulatory, tax,
business, investment, financial and accounting advisers in connection
herewith to the extent it has deemed necessary; has reviewed all
information that it believes is necessary or appropriate in connection
with the Offer; and has made or will make its own decisions based upon
its own judgement, due diligence and advice from such advisers as it has
deemed necessary and not upon any view expressed by or on behalf of the
Offeror, the Dealer Manager or the Tender Agent;
(v) it
confirms that no information has been provided to it by the Offeror,
the Tender Agent, the Dealer Manager or any of their respective
directors or employees or advisers, with regard to the tax consequences
for it arising from participation in the Offer, and it acknowledges that
it is solely liable for any taxes and similar or related payments
imposed on it under the laws of any applicable jurisdiction as a result
of its participation in the Offer;
(vi) it
confirms that (a) the Bonds which the Bondholder tenders pursuant to
the Offer are being transferred by such Bondholder with full title
guarantee free from all liens, charges and encumbrances and together
with all rights attached thereto and (b) it is the legal holder in
respect of the Bonds, or if such Bondholder is acting in a fiduciary,
agency or other capacity as an intermediary, then such Bondholder has
full discretion or is acting upon valid instructions with respect to the
Bonds tendered;
(vii) it
holds and will hold, until the earlier of the time of settlement on the
Settlement Date or the termination of the Offer, the Bonds blocked in
the relevant clearing system and, in accordance with the requirements
of, and by the deadline required by, such clearing system, it has
submitted, or has caused to be submitted, an instruction to such
clearing system to authorise the blocking of the tendered Bonds with
effect on and from the date of such submission so that, at any time
pending the transfer of such Bonds on the Settlement Date to, or to the
order of, the Offeror or to its agent on its behalf and the cancellation
of such Bonds, no transfers of such Bonds may be effected; and
(viii)
it is not an individual or entity (a “Sanctions Restricted Person”):
A.
that
is, or is owned or controlled by a Sanctions Restricted Person that is,
described or designated in (a) the most current “Specially Designated
Nationals and Blocked Persons” list (which as of the date hereof can be
found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) (the “SDN
List”) or the Foreign Sanctions Evaders List (which as of the date
hereof can be found at:
http://www.treasury.gov/ofac/downloads/fse/fselist.pdf, the “FSE List”)
or (b) the most current “Consolidated list of persons, groups and
entities subject to EU financial sanctions” (which as of the date hereof
can be found at:
https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions);
or
B.
that
is otherwise the subject of any sanctions administered by a Sanctions
Authority other than solely by virtue of their inclusion in: (x) the
most current “Sectoral Sanctions Identifications” list (which as of the
date hereof can be found at:
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx)
(the “SSI List”), (y) Annexes III, IV, V and VI of Council Regulation
No.833/2014, as amended by Council Regulation No.960/2014 (the “EU
Annexes”), or (z) any other list with similar effect to the SSI List or
the EU Annexes maintained by a Sanctions Authority.
For the purpose of this representation “Sanctions Authority” means:
(a)
the Security Council of the United Nations;
(b)
the
respective governmental institutions and agencies of the United States,
the United Kingdom, the European Union or a member state of the
European Union including, without limitation, the Office of Foreign
Assets Control of the US Department of the Treasury, the United States
Department of State, the United States Department of Commerce and Her
Majesty’s Treasury; and
(c)
any other equivalent governmental or regulatory authority, institution or agency which administers sanctions.
The
representation in (viii) above shall be deemed not to be required if
and only to the extent that it is or would be unenforceable by reason of
breach of any provision of Council Regulation (EC) No 2271/1996 of 22
November 1996 (or any law or regulation implementing such regulation in
any member state of the European Union or the United Kingdom).
IMPORTANT NOTICE
THE
INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE
WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY
FURTHER COMMUNICATION IN RESPECT OF THE OFFER. THIS PRESS RELEASE IS
NOT AN OFFERING CIRCULAR OR PROSPECTUS OR LISTING PARTICULARS AND IS
BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE
REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY
OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE DEALER
MANAGER.
THIS
PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND
INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT
TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT
JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO
CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND
NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.
ANY
DECISION RELATING TO A TENDER OF THE BONDS PURSUANT TO THE OFFER SHOULD
ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF THE
OFFEROR’S PUBLICLY AVAILABLE INFORMATION AND THE PUBLIC INFORMATION
RELATING TO THE SHARES THE BONDS ARE REFERABLE TO. NONE OF THE DEALER
MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT
ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR’S
PUBLICLY AVAILABLE INFORMATION OR THE PUBLIC INFORMATION RELATING TO THE
SHARES THE BONDS ARE REFERABLE TO.
THE
DEALER MANAGER IS ALSO THE JOINT BOOKRUNNER FOR THE NEW BOND OFFERING.
THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM
ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE OFFEROR OR
MEMBERS OF THE OFFEROR’S GROUP, MAY MAKE MARKETS IN THE BONDS AND/OR THE
SHARES THE BONDS ARE REFERABLE TO AND/OR HAVE A POSITION OR EFFECT
TRANSACTIONS IN SUCH BONDS AND SUCH SHARES.
IN
CONNECTION WITH THE OFFER, THE DEALER MANAGER OR ITS AFFILIATES MAY,
FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET SWAPS, CREDIT
DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AT
THE SAME TIME AS THE OFFER OR IN SECONDARY MARKET TRANSACTIONS. THE
DEALER MANAGER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG
OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES. NO
DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.
IN
CONNECTION WITH THE OFFER, THE DEALER MANAGER AND ITS AFFILIATES,
ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SUBSCRIBE FOR SECURITIES
OF THE OFFEROR OR DUFRY AG OR SELL THE BONDS OR ANY SHARES REFERABLE TO
THE BONDS AND FOR SUCH REASON HOLD IN THEIR PORTFOLIOS, PURCHASE OR SELL
SUCH BONDS OR ANY SECURITY OF THE OFFEROR OR DUFRY AG OR ANY RELATED
INVESTMENT; FURTHERMORE, THEY MAY ALSO OFFER OR SELL SUCH SECURITIES OR
MAKE INVESTMENTS OTHER THAN IN THE CONTEXT OF THE OFFER. THE DEALER
MANAGER DOES NOT INTEND TO DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR
TRANSACTIONS OTHER THAN TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND
REGULATIONS.
THE
DEALER MANAGER AND THE TENDER AGENT ARE ACTING ON BEHALF OF THE OFFEROR
AND NO ONE ELSE IN CONNECTION WITH THE OFFER AND WILL NOT BE
RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED
TO CLIENTS OF THE DEALER MANAGER OR THE TENDER AGENT, OR FOR PROVIDING
ADVICE IN RELATION TO THE OFFER. NEITHER THE DEALER MANAGER NOR THE
TENDER AGENT OWE ANY DUTY TO ANY HOLDER OF THE BONDS. NEITHER THE DEALER
MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR
LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE
INFORMATION IN THIS PRESS RELEASE (OR WHETHER ANY INFORMATION HAS BEEN
OMITTED FROM THE PRESS RELEASE) OR ANY OTHER INFORMATION RELATING TO THE
OFFEROR ITS SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS
HOWSOEVER ARISING FROM ANY USE OF THIS PRESS RELEASE OR ITS CONTENTS OR
OTHERWISE ARISING IN CONNECTION THEREWITH.
NO
ACTION HAS BEEN TAKEN BY THE OFFEROR, THE TENDER AGENT, THE DEALER
MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE
POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY PUBLICITY
MATERIAL RELATING TO THE OFFER IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE
COMES ARE REQUIRED BY THE OFFEROR, THE TENDER AGENT AND THE DEALER
MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
A PROSPECTUS IS NOT REQUIRED TO BE PUBLISHED PURSUANT TO THE PROSPECTUS DIRECTIVE.
THIS
OFFER TO PURCHASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN
THE OFFER IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION OR FOR THERE TO BE SUCH
PARTICIPATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THIS
OFFER TO PURCHASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
PERSONS INTO WHOSE POSSESSION THIS OFFER TO PURCHASE COMES ARE REQUIRED
BY THE OFFEROR, THE DEALER MANAGER AND THE TENDER AGENT TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181009006221/en/
Contacts
J.P. Morgan Securities plc
J.P. Morgan equity-linked team
+44 207 134 2650
Eql_LM@jpmorgan.com
or
The Bank of New York Mellon, London Branch
Debt Restructuring Services
+44 (0) 1202 689644
debtrestructuring@bnymellon.com
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