Aroundtown Property Holdings Plc. : LAUNCHES INCENTIVISED CONVERSION OFFER FOR ITS EUR450,000,000 3.00% CONVERTIBLE BONDS DUE 2020

Aroundtown Property Holdings Plc. / Key word(s): Miscellaneous 13.04.2016 08:29 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer / publisher is solely responsible for the content of this announcement.
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AROUNDTOWN PROPERTY HOLDINGS PLC LAUNCHES INCENTIVISED CONVERSION OFFER FOR ITS EUR450,000,000 3.00% CONVERTIBLE BONDS DUE 2020 NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). The Conversion Offer and the Share Placing 13 April 2016. Further to its announcement yesterday, 12 April 2016, Aroundtown Property Holdings Plc (the Offeror) invites the holders (the Bondholders) of its EUR450,000,000 3.00% Convertible Bonds due 2020 (ISIN: XS1227093611) (the Bonds) to offer to exercise their Conversion Rights (as defined in the terms and conditions of the Bonds (the Conditions)) to convert their Bonds into ordinary shares (the Ordinary Shares) of the Offeror for a cash commission (the Commission), to be determined pursuant to the modified Dutch auction procedure described below (the Modified Dutch Auction Procedure) (such invitation, the Conversion Offer). In addition, the Offeror invites Bondholders to offer up to 65 million of the Ordinary Shares which would otherwise have been delivered to them upon the conversion of any Participating Bonds (as defined below) for sale to purchasers procured pursuant to the accelerated bookbuilding process (the Accelerated Bookbuild) announced yesterday, 12 April 2016, at a price of EUR4.10 per Ordinary Share (the Share Purchase Price) (such invitation, the Share Placing). Any Bondholder who wishes to participate in the Share Placing will, in addition to submitting an Offer Instruction (as described below), be required to enter into a stock borrow arrangement with the Dealer Manager prior to settlement of the Accelerated Bookbuild and such Bondholder will be required to pay any fees to Citigroup that are customary in respect of such stock borrow arrangement. For the avoidance of doubt, the Offeror will not participate in any of the stock borrow arrangements put in place to facilitate the Share Placing, nor pay any fees in respect of the Share Placing. The Conversion Offer and the Share Placing are being made on the terms and subject to the conditions contained in this announcement (including the offer and distribution restrictions set out below). See also "Further Terms and Conditions of the Conversion Offer and the Share Placing" below. Citigroup Global Markets Limited will act as dealer manager (the Dealer Manager) for the Conversion Offer and the Share Placing, the contact details for which are set out below. Modified Dutch Auction Procedure In order to participate in the Conversion Offer and the Share Placing, a Bondholder (or an approved counterparty on its behalf) must contact the Dealer Manager (using the contact details below) by the Expiration Deadline (as defined below) to confirm (i) the principal amount of Bonds to be offered by it for conversion pursuant to the Conversion Offer, (ii) the proposed commission for such Bonds, and (iii) the number of Ordinary Shares that would arise from the conversion of such Bonds that are to be offered (if any) by it for sale pursuant to the Share Placing (each such offer of Bonds for conversion and, if applicable, Ordinary Shares for sale, an Offer Instruction). Offer Instructions may be submitted in respect of (i) the Conversion Offer only (a Bond Only Instruction) or (ii) both the Conversion Offer and the Share Placing (a Combined Bond + Delta Placing Instruction). See also "Further Terms and Conditions of the Conversion Offer and the Share Placing - Offer Instructions" below. Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following the Expiration Deadline, (i) the aggregate principal amount of Bonds (if any) accepted for conversion pursuant to the Conversion Offer (the Final Bonds Acceptance Amount) and (ii) a single Commission (expressed as a euro cash amount per EUR100,000 in principal amount of the Bonds so accepted for conversion pursuant to the Conversion Offer), in each case taking into account the aggregate principal amount of Bonds offered for conversion pursuant to the Conversion Offer and the commissions specified (or deemed to be specified, as set out below) by Bondholders in their Offer Instructions. If the Offeror decides to accept any Bonds for conversion pursuant to the Conversion Offer, the Offeror intends to accept: (i) all Bonds offered for conversion pursuant to valid Bond Only Instructions which specify commissions that are less than or equal to the Commission in full with no pro rata scaling; and (ii) any Bonds offered for conversion pursuant to valid Combined Bond + Delta Placing Instructions which specify commissions that are less than or equal to the Commission, subject to any pro rata scaling that may be applicable, as described below under "Maximum Share Placing Amount in respect of Combined Bond + Delta Placing Instructions". The Offeror will not accept any Bonds offered for conversion at commissions higher than the Commission. If the Offeror decides to accept any Ordinary Shares for placing pursuant to the Share Placing, the Offeror intends to accept an aggregate number of such Ordinary Shares up to the Maximum Share Placing (as defined below) (the final number of Ordinary Shares (if any) so accepted for placing, the Final Shares Acceptance Number). Offer Period The offer period (the Offer Period) during which Bondholders may contact the Dealer Manager in order to participate in the Conversion Offer and/or the Share Placing (as described above) commences, today, 13 April 2016, and expires at 8.00 p.m. (Central European Time) on 13 April 2016 (the Expiration Deadline), unless the Conversion Offer is extended, re-opened, amended and/or terminated by the Offeror in its sole discretion. Maximum Share Placing Amount in respect of Combined Bond + Delta Placing Instructions If the Offeror decides to accept any offer of Ordinary Shares for placing pursuant to valid Combined Bond + Delta Placing Instructions which specify commissions that are less than or equal to the Commission, the Offeror currently proposes to accept up to 65 million Ordinary Shares, although the Offeror reserves the right, in its sole discretion, to accept significantly less than (or none of) such number of Ordinary Shares for placing pursuant to the Share Placing (such amount, as the same may be significantly decreased, the Maximum Share Placing). If the Offeror decides to accept any Ordinary Shares for placing pursuant to valid Combined Bond + Delta Placing Instructions which specify commissions that are less than or equal to the Commission and the number of Ordinary Shares so offered is greater than the Final Shares Acceptance Number, the Offeror intends to accept such Ordinary Shares for placing on a pro rata basis, and each such offer of Ordinary Shares for placing will be scaled by the Scaling Factor (as defined below). In the circumstances described in the paragraph above where Ordinary Shares are offered pursuant to valid Combined Bond + Delta Placing Instructions which specify commissions that are less than or equal to the Commission are to be accepted on a pro rata basis, if the Offeror decides to accept any Bonds for conversion which are the subject of such Combined Bond + Delta Placing Instructions, the Offeror intends to accept such Bonds for conversion on a pro rata basis, and each such offer of Bonds for conversion will be scaled by a scaling factor equal to the Scaling Factor. See also "Further Terms and Conditions of the Conversion Offer and the Share Placing - Scaling" below. Announcement of Results The Offeror will announce as soon as reasonably practicable on 14 April 2016 (i) its decision whether to accept valid offers of Bonds for conversion pursuant to the Conversion Offer and, if so accepted, the Final Bonds Acceptance Amount, (ii) its decision whether to accept (subject to satisfaction or waiver of the Accelerated Bookbuild Condition (as defined below) on or prior to the Settlement Date) any Ordinary Shares for placing pursuant to the Share Placing, and if so accepted, the Final Shares Acceptance Number, and (iii) details of any scaling applicable to valid Combined Bond + Delta Placing Instructions which specify commissions that are less than or equal to the Commission. Indicative Timetable for the Conversion Offer and Share Placing

 Events                             Times and Dates (All times are Central
                                    European Time)
 
 Commencement of the Offer          Wednesday, 13 April 2016
 Period
 
 Expiration Deadline                8.00 p.m. on Wednesday, 13 April 2016
 
 Announcement of Results            As soon as reasonably practicable on
                                    Thursday, 14 April 2016
 
 Settlement Date and Payment of     Expected to be no later than Tuesday, 17
 any Commission                     May 2016
 
     The Offeror may, in its sole discretion, extend, re-open, amend, waive
     any condition of or terminate the Conversion Offer and/or the Share
     Placing at any time (subject to applicable law) and the above times and
     dates are subject to the right of the Offeror to so extend, re-open,
     amend and/or terminate the Conversion Offer and/or the Share Placing.
 
     Questions and requests for assistance in connection with the Conversion
     Offer and the Share Placing may be directed to the Dealer Manager.
 
 THE DEALER MANAGER
 
 Citigroup Global Markets Limited
 Citigroup Centre
 Canada Square
 London E14 5LB
 United Kingdom
 
 Telephone: +44 (20) 7986 0015
 Attention: Equity Syndicate
 Email: emeaecm.notices@citi.com / melvin.goergen@citi.com / 
 edmund.jeary@citi.com / antoun.naassana@citi.com 
      
 FURTHER TERMS AND CONDITIONS OF THE CONVERSION OFFER AND THE SHARE
     PLACING
 
     Conversion Price
 
     Further to its announcement yesterday, 12 April 2016, the Offeror
     confirms that the Conversion Price in effect at the commencement of the
     Offer Period is EUR3.4395.
 
     Accelerated Bookbuild Condition
 
     Whether the Offeror will accept any Ordinary Shares for placement with
     purchasers pursuant to the Share Placing is subject, without
     limitation, to the successful settlement (in the sole determination of
     the Offeror) of the Accelerated Bookbuild (the Accelerated Bookbuild
     Condition).
 
     Settlement
 
     The Offeror will pay the Commission at the time of settlement expected
     to be no later than 17 May 2016, unless extended by the Offeror in its
     sole discretion (such deadline as the same may be extended, the
     Settlement Date), for any Bonds (the Participating Bonds) which (i) are
     accepted by it for conversion pursuant to the Conversion Offer and (ii)
     in respect of which Conversion Rights are exercised in accordance with
     the Conditions before 4.00 p.m. (Central European Time) on 20 April
     2016, unless extended by the Offeror in its sole discretion, all as
     further described in this announcement.
 
     It is a term of the Share Placing that, subject to satisfaction or
     waiver of the Accelerated Bookbuild Condition, any Ordinary Shares
     which have been accepted for placement with purchasers pursuant to the
     Share Placing shall be transferred to the Dealer Manager by the
     relevant Bondholder at the time of settlement on the Settlement Date
     and in consideration therefor the relevant Share Purchase Price will,
     subject to satisfaction or waiver of the Accelerated Bookbuild
     Condition, be paid to such Bondholder upon receipt of such Ordinary
     Shares by the Dealer Manager.
 
     If the Offeror decides to accept any valid Bond Only Instructions
     and/or any valid Combined Bond + Delta Placing Instructions, the Dealer
     Manager will contact each Bondholder (or approved counterparty, if
     applicable) who has previously submitted a Bond Only Instruction or a
     Combined Bond + Delta Placing Instruction, as applicable, in each case
     which specify commissions that are less than or equal to the
     Commission, to confirm the principal amount of Bonds so accepted for
     conversion and, if applicable, the number of Ordinary Shares so
     accepted for placing. Upon receiving such confirmation from the Dealer
     Manager, the relevant Bondholder (or approved counterparty, if
     applicable) must arrange for a Conversion Notice (as defined in the
     Conditions) in respect of the Bonds so accepted for conversion to be
     submitted in accordance with the Conditions by deadline specified
     above, and provide a copy of such Conversion Notice to the Dealer
     Manager using the contact details specified above.
 
     Each Bondholder shall indemnify the Offeror and the Dealer Manager
     against all and any losses, costs, claims, liabilities, expenses,
     charges, actions or demands which either of them may incur or which may
     be made against either of them as a result of any breach of any of the
     terms of, or any of the agreements, acknowledgements, representations,
     warranties and/or undertakings given in connection with the Conversion
     Offer and/or the Share Placing (in each case, including any acceptance
     thereof) by any Bondholder.
 
     Scaling
 
     If the Offeror decides to accept valid offers of Bonds for conversion
     pursuant to valid Bond Only Instructions, it will accept for conversion
     all such Bonds offered pursuant to valid Bond Only Instructions which
     specify commissions that are less than or equal to the Commission with
     no pro rata scaling.
 
     If the Offeror decides to accept any Ordinary Shares for placing
     pursuant to valid Combined Bond + Delta Placing Instructions which
     specify commissions that are less than or equal to the Commission and
     the aggregate number of Ordinary Shares validly offered by Bondholders
     for placing pursuant to such Combined Bond + Delta Placing Instructions
     is greater than the Final Shares Acceptance Number, the Offeror intends
     to accept such Ordinary Shares for placing on a pro rata basis and, for
     the purpose of such acceptance, each such offer of Ordinary Shares will
     be scaled by a factor (the Scaling Factor) equal to (i) the Final
     Shares Acceptance Number divided by (ii) the aggregate number of
     Ordinary Shares validly offered for placing (subject to adjustment to
     allow for the aggregate number of Ordinary Shares accepted for placing,
     following the rounding of offers of Ordinary Shares for placing
     described in the next sentence, to equal the Final Shares Acceptance
     Number exactly).  Each offer of Ordinary Shares for placing that is
     scaled in this manner will be rounded down to the nearest whole number
     of Ordinary Shares.
 
     In the circumstances described above in which Ordinary Shares offered
     for placing pursuant to valid Combined Bond + Delta Placing
     Instructions which specify commissions that are less than or equal to
     the Commission are to be accepted on a pro rata basis, each offer of
     Bonds for conversion pursuant to such Combined Bond + Delta Placing
     Instructions will be scaled by a factor equal to the Scaling Factor
     (subject to adjustment to allow for each offer of Bonds for conversion
     to be rounded down to the nearest EUR100,000 in principal amount).  No
     offers of Bonds for conversion will be accepted to the extent such
     scaling would result in the relevant Bondholder offering Bonds for
     conversion in an aggregate principal amount of less than EUR100,000 in
     principal amount.
 
     Offer Instructions
 
 An Offer Instruction may only be submitted by a Bondholder who has an
 account with the Dealer Manager or is otherwise an approved counterparty of
 the Dealer Manager.
 
 Offer Instructions must also be submitted (including after the application
 of any scaling) (i) in respect of a minimum principal amount of Bonds of
 EUR100,000, being the minimum denomination of the Bonds, and may thereafter
 be submitted in integral multiples of such amount, and (ii) in the case of
 Combined Bond + Delta Placing Instructions, in respect of a whole number of
 Ordinary Shares.
 
 Offer Instructions are irrevocable and Bondholders will not have withdrawal
 rights with respect to Bonds offered for conversion pursuant to the
 Conversion Offer and, if applicable, Ordinary Shares offered for purchase
 pursuant to the Share Placing.
     If an Offer Instruction specifies a commission that is not in
     increments of EUR250, such commission will be rounded to the nearest
     EUR250 for the purposes of the Modified Dutch Auction (with any
     increment of EUR125 being rounded upwards).
 
 Bonds that are not successfully offered and accepted for conversion by the
 Offeror pursuant to the Conversion Offer will remain outstanding and remain
 subject to the Conditions.
 
 By submitting an Offer Instruction, each Bondholder shall, and any approved
 counterparty submitting such Offer Instruction on behalf of such
 Bondholder(s) shall in respect of itself and each such Bondholder, be
 deemed to agree, and acknowledge, represent, warrant and undertake, to the
 Offeror and the Dealer Manager the following at the Expiration Deadline,
 the time of submission of any Conversion Notice and the time of settlement
 on the Settlement Date:
 
 (i) it is not a person to whom it is unlawful to make an invitation
 pursuant to the Conversion Offer or the Share Placing under applicable
 securities laws and it has (before submitting, or arranging for the
 submission on its behalf, as the case may be, of the Offer Instruction)
 complied with all laws and regulations applicable to it for the purposes of
 its participation in the Conversion Offer and, if applicable, the Share
 Placing;
 
 (ii) either (i) it is not located in the United States and is not
 participating in the Conversion Offer and, if applicable, the Share Placing
 from the United States or (ii) it is acting on a non-discretionary basis
 for a principal located outside the United States that is not giving an
 order to participate in the Conversion Offer and/or the Share Placing from
 the United States;
 
 (iii) it is not located or resident in Italy;
 
 (iv) it is not located or resident in the United Kingdom or, if it is
 located or resident in the United Kingdom, it is a person falling within
 the definition of investment professionals (as defined in Article 19(5) of
 the Financial Promotion Order), or to whom this announcement and any other
 documents or materials relating to the Conversion Offer and the Share
 Placing may otherwise lawfully be communicated in accordance with the
 Financial Promotion Order;
 
 (v) it is not located or resident in France or, if it is located or
 resident in France, it is a (i) provider 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 investor (investisseur qualifié)
 other than an individual (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), acting on its own account;
 
 (vi) it is not located or resident in Cyprus or, if it is located or
 resident in Cyprus, it is a "professional client" as defined in the
 Investment Services and Activities and Regulated Markets Law, Law
 144(I)/2007 (as amended);
 
 (vii) it is not located or resident in Canada;
 
 (viii) it understands that acceptance by the Offeror of Bonds for
 conversion pursuant to the Conversion Offer or Ordinary Shares for placing
 pursuant to the Share Placing will constitute a binding agreement between
 it and the Offeror in accordance with, and subject to, the terms of the
 Conversion Offer and/or the Share Placing, as applicable; and
 
 (ix) it has paid any issue, transfer or other taxes or requisite payments
 due from it in each respect in connection with any offer or acceptance in
 any jurisdiction.
 
 General
 
 The Offeror is under no obligation to accept any Offer Instructions.  Any
 Offer Instruction may be rejected in the sole discretion of the Offeror for
 any reason and the Offeror is under no obligation to Bondholders to furnish
 any reason or justification for such a rejection.
 
 Bondholders are responsible for complying with all of the procedures for
 offering Bonds for conversion pursuant to the Conversion Offer and, if
 applicable, offering Ordinary Shares for placing pursuant to the Share
 Placing.  Neither the Offeror nor the Dealer Manager assumes any
 responsibility for informing any Bondholder of irregularities with respect
 to such Bondholder's participation in the Conversion Offer or the Share
 Placing.
 
 The Conversion Offer, each Offer Instruction, any conversion of Bonds
 pursuant to the Conversion Offer, the Share Placing, any placing of
 Ordinary Shares pursuant to the Share Placing and any non-contractual
 obligations arising out of or in connection with the foregoing, shall be
 governed by and construed in accordance with English law.  By submitting an
 Offer Instruction, the relevant Bondholder irrevocably and unconditionally
 agrees for the benefit of the Offeror and the Dealer Manager that the
 courts of England are to have exclusive jurisdiction to settle any disputes
 that may arise out of or in connection with the Conversion Offer, the Share
 Placing or such Offer Instruction and that, accordingly, any suit, action
 or proceedings arising out of or in connection with the foregoing may be
 brought in such courts.
     About Aroundtown Property Holdings Plc
 
 Aroundtown Property Holdings Plc (trading symbol: AT1 on Frankfurt Stock
 Exchange/Xetra; ALATP on Euronext) is a specialist real estate company
 focused on value-add income generating properties primarily in the German
 real estate markets. For the 12 months ending 31 December 2015, The Offeror
 reported an adjusted EBITDA of EUR153 million and a net profit of EUR921
 million. Total EPRA NAV as of 31 December 2015 amounts to EUR3.04 billion.
 
 Aroundtown Property Holdings Plc (ISIN: CY0105562116) is a public limited
 liability company incorporated under the laws of Cyprus, having its
 registered office at Artemidos & Nikou Dimitriou, 54 B, 6027, Larnaca,
 Cyprus (registered number HE148223).
 
 Contact: 
 
 Timothy Wright 
 
 T: +357-2420-1312 
 
 E: info@aroundtownholdings.com 
 
 www.aroundtownholdings.com
 
 DISCLAIMER 
 
 This announcement contains important information which should be read
 carefully before any decision is made with respect to the Conversion Offer
 or the Share Placing.  If any Bondholder is in any doubt as to the action
 it should take, it is recommended to seek its own financial and/or legal
 advice, including as to any tax consequences, from its broker, bank
 manager, solicitor, accountant or other independent financial or legal
 adviser.  In view of the number of different jurisdictions where tax laws
 may apply to a Bondholder, this announcement does not discuss the tax
 consequences for Bondholders arising from any offer of Bonds for conversion
 pursuant to the Conversion Offer or, if applicable, the placing of Ordinary
 Shares by or on behalf of a Bondholder pursuant to the Share Placing. Any
 individual or company whose Bonds are held on its behalf by a broker,
 dealer, bank, custodian, trust company or other nominee must contact such
 entity if it wishes to offer such Bonds for conversion pursuant to the
 Conversion Offer and, if applicable, offer the relevant Ordinary Shares in
 respect of such Bonds for placing pursuant to the Share Placing.  The
 Dealer Manager is acting exclusively for the Offeror and no one else in
 connection with the arrangements described in this announcement (other than
 any stock borrow arrangements with the Bondholders which will be the
 subject of direct arrangements between the relevant Bondholders and the
 Dealer Manager) and will not be responsible to anyone other than the
 Offeror for providing the protections afforded to customers of the Dealer
 Manager or for advising any other person in connection with the Conversion
 Offer or the Share Placing. None of the Offeror, the Dealer Manager nor any
 of their respective directors, employees or affiliates makes any
 recommendation as to whether Bondholders should offer Bonds for conversion
 pursuant to the Conversion Offer or offer Ordinary Shares for placing
 pursuant to the Share Placing.
 
 Neither the Dealer Manager nor its directors, employees or affiliates
 assumes any responsibility for the accuracy or completeness of the
 information concerning the Conversion Offer, the Share Placing, the
 Offeror, any of its affiliates, the Bonds or the Ordinary Shares contained
 in this announcement or for any failure by the Offeror to disclose events
 that may have occurred and may affect the significance or accuracy of such
 information.
 
 The Offeror has entered into a Dealer Manager Agreement with the Dealer
 Manager which contains certain provisions regarding payment of fees,
 expense reimbursement and indemnity arrangements.  The Dealer Manager and
 its affiliates have provided and continue to provide certain investment
 banking services to the Offeror for which they have received and will
 receive compensation that is customary for services of such nature.
 
 Whether or not the Conversion Offer and/or the Share Placing is completed,
 from time to time during or after the end of the Offer Period, the Offeror
 and/or the Dealer Manager may, to the extent permitted by applicable law,
 continue to acquire Bonds, including through open market purchases and
 privately negotiated transactions, or otherwise, and to place Ordinary
 Shares with investors, in each case upon such terms and at such prices as
 they may determine.
 
 The Ordinary Shares have not been and will not be registered under the
 United States Securities Act of 1933, as amended (the Securities Act) or
 any laws of or with any securities regulatory authority of any state or
 other jurisdiction of the United States, and may not be offered, sold,
 pledged or otherwise transferred within the United States except pursuant
 to an exemption from, or in a transaction not subject to, the registration
 requirements of the Securities Act and the securities laws of any state or
 other jurisdiction of the United States.  No public offer of any Ordinary
 Shares will be made in the United States.
 
 OFFER AND DISTRIBUTION RESTRICTIONS
     The distribution of this announcement in certain jurisdictions may be
     restricted by law.  Persons into whose possession this announcement
     comes are required by each of the Offeror and the Dealer Manager to
     inform themselves about, and to observe, any such restrictions. Nothing
     in this announcement or the electronic transmission thereof constitutes
     an offer to buy or the solicitation of an offer to sell (i) Bonds in
     any circumstances or (ii) Ordinary Shares in any circumstances in which
     such offer or solicitation is unlawful.
 
 United States. Neither the Conversion Offer nor the Share Placing is being
 made, and will not be made, directly or indirectly in or into, or by use of
 the mail of, or by any means or instrumentality of interstate or foreign
 commerce of or of any facilities of a national securities exchange of, the
 United States. This includes, but is not limited to, facsimile
 transmission, electronic mail, telex, telephone, the internet and other
 forms of electronic communication. Accordingly, copies of this announcement
 and any other documents or materials relating to the Conversion Offer and
 the Share Placing are not being, and must not be, directly or indirectly
 mailed or otherwise transmitted, distributed or forwarded (including,
 without limitation, by custodians, nominees or trustees) in or into the
 United States and the Bonds cannot be offered for conversion in the
 Conversion Offer nor the Ordinary Shares offered for placing pursuant to
 the Share Placing by any such use, means, instrumentality or facility or
 from within the United States.  Any purported offer of Bonds for conversion
 or any purported offer of Ordinary Shares pursuant to the Share Placing
 resulting directly or indirectly from a violation of these restrictions
 will be invalid and any purported offer of Bonds or any purported offer of
 Ordinary Shares pursuant to the Share Placing made by a person located in
 the United States or any agent, fiduciary or other intermediary acting on a
 non-discretionary basis for a principal giving instructions from within the
 United States will be invalid and will not be accepted.
     Each holder of Bonds offering Bonds for conversion pursuant to the
     Conversion Offer and, if applicable, participating in the Share Placing
     will represent that it is not located in the United States and is not
     offering Bonds for conversion pursuant to the Conversion Offer and, if
     applicable, participating in the Share Placing from the United States
     or it is acting on a non-discretionary basis for a principal located
     outside the United States that is not giving an order to offer Bonds
     for conversion pursuant to the Conversion Offer and, if applicable,
     participate in the Share Placing from the United States. For the
     purposes of this and the above paragraph, United States means the
     United States of America, its territories and possessions (including
     Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
     and the Northern Mariana Islands), any state of the United States of
     America and the District of Columbia.
 
     Persons receiving this announcement must not distribute or send them
     in, into or from the United States.
 
     Italy. The Conversion Offer and the Share Placing are not being made,
     directly or indirectly, in the Republic of Italy (Italy). The
     Conversion Offer, the Share Placing and any other documents or
     materials relating to the Conversion Offer or the Share Placing have
     not been submitted to the clearance procedure of the Commissione
     Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws
     and regulations. Accordingly, (i) none of the Conversion Offer, the
     Share Placing, nor any other offering material relating to the
     Conversion Offer or the Share Placing, may be distributed or made
     available in the Italy and (ii) no marketing, promotional, informative
     or solicitation activity can be performed in the Italy. Each
     intermediary must comply with the applicable laws and regulations
     concerning information duties vis-à-vis its clients in connection with
     the Conversion Offer or the Share Placing.
 
     United Kingdom. The communication of this announcement and any other
     documents or materials relating to the Conversion Offer and the Share
     Placing 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.  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 as a financial
     promotion is only being made to those persons in the United Kingdom
     falling within the definition of investment professionals (as defined
     in Article 19(5) of the Financial Services and Markets Act 2000
     (Financial Promotion) Order 2005 (the Financial Promotion Order)) or
     any other persons to whom it may otherwise lawfully be made under the
     Financial Promotion Order.
 
     France. Neither the Conversion Offer nor the Share Placing is being
     made, directly or indirectly, to the public in the Republic of France
     (France).  None of this announcement or any other document or material
     relating to the Conversion Offer or the Share Placing 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) other than individuals, in each
     case acting on their own account and 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
     Conversion Offer and the Share Placing.  This announcement has not
     been, or will not be, submitted for clearance to or approved by the
     Autorité des Marchés Financiers.
 
     Republic of Cyprus. The communication of this announcement and any
     other documents or materials relating to the Conversion Offer and the
     Share Placing is not being made pursuant to the provisions of the
     Public Offer and Prospectus Law, Law 114(I)/2005 (as amended) and the
     provisions of the Cyprus Companies Law, Cap. 113 (as amended).
     Accordingly, such documents and/or materials are not being distributed
     to, and must not be passed on to the information distribution channels
     or the public in Cyprus, nor (when distributed by a duly licensed
     investment firm established or operating through a branch in Cyprus) to
     any person in Cyprus other than a "professional client" as defined in
     the Investment Services and Activities and Regulated Markets Law, Law
     144(I)/2007 (as amended).
 
     Canada. The Ordinary Shares have not been, and will not be, qualified
     for sale under the securities laws of Canada or any province or
     territory thereof. Accordingly neither the Conversion Offer nor the
     Share Placing is or will be available, directly or indirectly, in
     Canada or to or for the benefit of any resident of Canada. None of this
     announcement or any other document or material relating to the
     Conversion Offer and/or the Share Placing may be distributed or
     delivered in Canada other than in compliance with applicable securities
     laws.
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