Launch of Consent Solicitation
Source: RNSTHIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
12 November 2020
ANNOUNCEMENT OF CONSENT SOLICITATIONS BY
Hitachi Capital (UK) PLC
(incorporated with limited liability in England and Wales)
and
Hitachi Capital America Corp.
(incorporated with limited liability in the State of Delaware)
Hitachi Capital (UK) PLC ("HCUK") and Hitachi Capital America Corp. ("HCA" and, together with HCUK, the "Issuers" and each an "Issuer") hereby announce an invitation to eligible holders of their outstanding notes referred to in the Schedule to this announcement (each a "Series", each Series issued by HCUK, the "HCUK Notes", each Series issued by HCA, the "HCA Notes" and together, the "Notes") to consider and, if thought fit, approve the Proposals (as defined below), by means of separate Extraordinary Resolutions of the Holders of the HCUK Notes and the Holders of the HCA Notes, all as further described in the consent solicitation memorandum dated 12 November 2020 (the "Consent Solicitation Memorandum") (the "Consent Solicitation"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
The purpose of the Consent Solicitation is to invite Holders to consider and, if thought fit, to approve certain modifications to the terms and conditions of the Notes (the "Conditions") as a consequence of the Merger, as follows:
(i) Mitsubishi UFJ Lease & Finance Company Limited (which is expected to be renamed Mitsubishi HC Capital Inc. following the Effective Date) ("Mitsubishi UFJ Lease" or the "New Guarantor") assuming the rights and obligations of Hitachi Capital Corporation ("Hitachi Capital" or the "Guarantor") in respect of the Notes and the Guarantor ceasing to exist, in each case with effect from the Effective Date;
(ii) the amendment of Conditions 9(j), 9(m), 9(n) and 9(o) of the terms and conditions of the Notes to include references to the Merger; and
(iii) in respect of the HCA Notes only, the inclusion of an issuer substitution provision, which will allow HCA (subject to compliance with a number of conditions as set out in the Extraordinary Resolution) to consolidate, amalgamate or merge with the New Guarantor or any of its Subsidiaries following completion of the Merger,
(together, the "Proposals").
The Proposals are set out in further detail in the Extraordinary Resolution included in the Notice convening the Meetings, as set out in "Schedule 2 - Form of Notice of Meetings" of the Consent Solictation Memorandum.
Background to the Merger
Mitsubishi UFJ Lease and Hitachi Capital have announced that the two companies resolved, at the respective board of directors meetings of the two companies held on 24 September 2020, on their business integration (the "Business Integration") through a merger and concluded the business integration agreement and the merger agreement.
Based on the capital and business alliance concluded in May 2016, the two companies have been in collaboration, including incorporation of JII in order to reinforce the overseas infrastructure investment business. Also, the two companies had considered business integration as one of the options and constructively continued discussions to strengthen the relationship. Through that process, the two companies recognised that JII's business had steadily progressed, and that the two companies' businesses had little duplication and were in an ideal complementary relationship. Eventually, the two companies reached an agreement, determining that business integration through merger is the optimal means to promptly adapt to drastic environmental changes and further open up new areas of their advanced asset businesses based on a constructive discussion in the spirit of mutual respect and fairness.
As a result of the Business Integration, the two companies will become a global player in the sector in terms of size and business lines by being able to complement each other's business domains and strengthen their respective management bases. Upon the Business Integration, Mitsubishi HC Capital Inc. will aim to create sustainable social value by operating an advanced asset business beyond the leasing business framework and providing customers with new value in countries and regions across the world.
The Business Integration is planned to be implemented and become effective on the Effective Date, upon receiving the approval to be granted at each of the extraordinary meetings of shareholders of the two companies planned to be held in late February 2021. The implementation of the Business Integration is premised on the receipt of necessary authorisations and approvals from relevant domestic and overseas authorities, as well as other approvals necessary for its taking effect.
The two companies recognise that their major shareholder, Mitsubishi UFJ Financial Group, Inc., Mitsubishi UFJ Lease's major shareholder, Mitsubishi Corporation, and Hitachi Capital's major shareholder, Hitachi, Ltd., understand that the Business Integration is an extension of the details of the announcement made by the two companies in 2016 and the discussions to strengthen their relationship based thereon.
The Issuers have also prepared an investor presentation in connection with the Consent Solicitation which is incorporated by reference into, and shall form part of, the Consent Solicitation Memorandum and is available to Holders via NetRoadshow at www.netroadshow.com/nrs/home/#!/?show=af6c426b or by visiting www.netroadshow.com and entering the entry code HCC2020 (not case sensitive).
Key Terms and Conditions of the Consent Solicitation
The Consent Solicitation commences on the date of the Consent Solicitation Memorandum.
The deadline for receipt by the Information and Tabulation Agent of Consent Instructions from Holders wishing to vote in respect of the relevant Extraordinary Resolution or of Ineligible Holder Instructions from Ineligible Holders is 4.00 p.m. (London Time) on 8 December 2020 (the "Expiration Deadline").
Instruction Fee
Pursuant to the Consent Solicitation, (i) each Holder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (each an "Eligible Holder"), and from whom a valid Consent Instruction in favour of the relevant Extraordinary Resolution is received by the Information and Tabulation Agent by 4.00 p.m. (London time) on 27 November 2020 (as the same may be extended, the "Early Instruction Deadline"), and (ii) each Ineligible Holder from whom a valid Ineligible Holder Instruction abstaining from voting in respect of the relevant Extraordinary Resolution is received by the Information and Tabulation Agent by the Early Instruction Deadline, will be eligible to receive payment of the Instruction Fee.
Eligible Holders and Ineligible Holders may continue to submit Consent Instructions or Ineligible Holder Instructions after the Early Instruction Deadline and up to the Expiration Deadline but such Holders will not be eligible to receive the Instruction Fee in respect of those Consent Instructions or Ineligible Holder Instructions.
The "Instruction Fee" means a 'pot' of 0.05 per cent. multiplied by the aggregate principal amount of HCUK Notes or HCA Notes, as the case may be, subject to the Consent Solicitation[1] divided amongst (i) those Eligible Holders delivering a Consent Instruction in favour of the relevant Extraordinary Resolution, and (ii) Ineligible Holders delivering an Ineligible Holder Instruction abstaining from voting in respect of the relevant Extraordinary Resolution, in each case which is validly received by the Information and Tabulation Agent by the Early Instruction Deadline (as defined below) and as otherwise described in the Consent Solicitation Memorandum.
The relevant Instruction Fee will be divided amongst recipients of the Instruction Fee pro rata in accordance with the Sterling equivalent of the principal amount of HCUK Notes or the principal amount of HCA Notes in relation to which such recipient has delivered Consent Instructions or Ineligible Holder Instructions prior to the Early Instruction Deadline resulting in it being eligible to receive the Instruction Fee. The Instruction Fee will be calculated separately in respect of the HCUK Notes and the HCA Notes and therefore Holders of the HCA Notes will not be entitled, as a result of holding HCA Notes, to share in any of the Instruction Fee in respect of the HCUK Notes and vice versa. The Instruction Fee payable to each Holder entitled to receive it will be equal to no less than 0.05 per cent. of the principal amount of such Holder's Notes.
Investors should note that the above indicative Instruction Fees are illustrative figures only and the actual amount of any Instruction Fee will vary depending on the total number of recipients of the Instruction Fee that have delivered Consent Instructions and/or Ineligble Holder Instructions received prior to the Early Instruction Deadline resulting in it being eligible to receive the Instruction Fee.
The Instruction Fee will be paid on the Payment Date and will be paid (i) in the currency in which the relevant Notes are denominated (if applicable, following determination of the relevant exchange rate as further detailed herein) to eligible recipients of the Instruction Fee in respect of the HCUK Notes, and (ii) in U.S. dollars to eligible recipients of the Instruction Fee in respect of the HCA Notes.
At or around 4.00 p.m. (London time) on the Expiration Date, the Solicitation Agents shall determine, with reference to the Bloomberg BFIX screen page, the exchange rates between (i) Sterling and (ii) each currency in which Notes are denominated.
Subject to satisfaction of the relevant Consent Conditions and the relevant Consent Instruction in favour of the relevant Extraordinary Resolution being validly received by the Information and Tabulation Agent on or prior to the Early Instruction Deadline and not being revoked (in the limited circumstances in which such revocation is permitted), the relevant Issuer will pay the Instruction Fee to the relevant Holders by no later than the fifth Business Day immediately following the relevant Meeting (the "Payment Date").
To be eligible to receive the Instruction Fee, each Eligible Holder who submits a Consent Instruction must not attend, or seek to attend, the relevant Meeting in person or make any other arrangements to be represented at the relevant Meeting (other than by way of its Consent Instructions).
Consent Conditions
The payment of the Instruction Fee will be conditional on:
(a) the passing of the relevant Extraordinary Resolution in respect of the relevant Meeting; and
(b) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Holders, irrespective of any participation at such Meeting by Ineligible Holders (including the satisfaction of such condition at an adjourned Meeting as described in "Meetings" below) (the "Eligibility Condition"),
(together, the "Consent Conditions").
The implementation of the Proposals will be conditional on the Consent Conditions and the approval of the Merger at a general meeting of the shareholders of the Guarantor.
The Issuers will announce (i) the results of the Meetings and (ii) if the relevant Extraordinary Resolution is passed, the satisfaction (or otherwise) of the Eligibility Condition, as soon as reasonably practicable after the Meetings and following such satisfaction (or otherwise).
Further information in relation to the Consent Solicitation is set out under "Further Terms of the Consent Solicitation" of the Consent Solicitation Memorandum.
Meetings
A notice (the "Notice") convening the Meetings (to be held via teleconference in light of the ongoing COVID-19 pandemic and in order to maintain social distancing and avoid non-essential travel) has been given to Holders in accordance with the relevant Conditions on the date of the Consent Solicitation Memorandum. The Meeting of the Holders of the HCUK Notes will commence at 10.00 a.m. (London Time) on 11 December 2020 and the Meeting of the Holders of the HCA Notes will commence at 10.05 a.m. (London Time) on 11 December 2020.
This announcement is made by Hitachi Capital (UK) PLC (LEI: 549300P4PHVCL0EZU771) and Hitachi Capital America Corp. (LEI: SAG6K2J487EOB0C5BI47).
This announcement is released by the Issuers and contains information in relation to the Notes that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Notes. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by Jeremy Johnson, Group Treasurer, Hitachi Capital (UK) PLC.
General
The Issuers may, at their option and in their sole discretion, extend, or waive the condition of, the Consent Solicitation at any time and may amend or terminate the Consent Solicitation at any time (subject in each case to applicable law and the Meeting Provisions and as provided in the Consent Solicitation Memorandum, and provided that no amendment may be made to the terms of the Extraordinary Resolutions). Details of any such extension, waiver, amendment or termination will be announced as provided in the Consent Solicitation Memorandum as promptly as practicable after the relevant decision is made.
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuers (where applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution at the initial Meeting. Accordingly, the actual timetable may differ significantly from the timetable below.
Indicative Timetable
Announcement of Consent Solicitation |
|
Announcement of Consent Solicitation and the Notice published via the regulatory news service of the London Stock Exchange delivered to the Clearing Systems for communication to Direct Participants |
12 November 2020 |
The Consent Solicitation Memorandum and documents referred to under "General" in the Notice available from the Consent Website |
|
Early Instruction Deadline |
|
Deadline for receipt by the Information and Tabulation Agent of valid Consent Instructions in favour of the relevant Extraordinary Resolution from Eligible Holders or valid Ineligible Holder Instructions abstaining from voting in respect of the relevant Extraordinary Resolution from Ineligible Holders for such Holders to be eligible to receive the Instruction Fee |
4.00 p.m. (London Time) on 27 November 2020 |
Expiration Deadline |
|
Final deadline for receipt by the Information and Tabulation Agent of valid Consent Instructions from Holders for such Holders to be represented at the relevant Meeting |
4.00 p.m. (London Time) on 8 December 2020 |
This will also be the deadline for making any other arrangements to attend or be represented or to vote at the relevant Meeting, however, Holders making such other arrangements or submitting Consent Instructions after the Early Instruction Deadline will not be eligible to receive the Instruction Fee |
|
Meetings |
|
Meeting of the Holders of the HCUK Notes
|
10.00 a.m. (London Time) on 11 December 2020 |
Meeting of the Holders of the HCA Notes The Meetings are to be held via teleconference in light of the ongoing COVID-19 pandemic and in order to maintain social distancing and avoid non-essential travel |
10.05 a.m. (London Time) on 11 December 2020 |
Announcement of results of Meetings and satisfaction of Consent Conditions |
|
Announcement of the results of the Meetings and, if an Extraordinary Resolution is passed, satisfaction of the relevant Eligibility Condition and the amount of the relevant Instruction Fee |
As soon as reasonably practicable after the Meetings |
Payment Date |
|
Payment of the Instruction Fee |
No later than the fifth Business Day immediately following the Meetings at which the Extraordinary Resolutions are passed |
Effective Date The date on which the Merger is implemented |
Expected to be 1 April 2021 |
Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the relevant Meeting by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to eligible persons at the Consent Website set out below.
Before making a decision with respect to the Consent Solicitation, Holders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Certain Considerations relating to the Consent Solicitation".
Further details about the transaction can be obtained from:
The Solicitation Agents
MUFG Securities EMEA plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
Telephone: +44 (0) 20 7577 4145
Email: Liability.Management@mufgsecurities.com
Attention: Liability Management Group
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 (0) 20 7678 5222
E-mail: liabilitymanagement@natwestmarkets.com
Attention: Liability Management
Information and Tabulation Agent
Morrow Sodali Ltd
E-mail: HitachiCapital@investor.morrowsodali.com
Consent Website: https://bonds.morrowsodali.com/HitachiCapital
London
Nations House, 9th floor
103 Wigmore Street
London W1U 1QS
United Kingdom
Telephone: +44 (0) 20 8089 3287
Attention: Debt Services
Hong Kong
Unit 106, Level 11
Two ChinaChem Central
26 Des Voeux Road Central
Telephone: +852 2158 8405
Attention: Debt Services
The Issuers
Hitachi Capital (UK) PLC
Hitachi Capital House
Thorpe Road
Staines-upon-Thames
Surrey TW18 3HP
United Kingdom
Fax: +44 20 8577 7775
Email: treasury@hitachicapital.co.uk and
jeremy.johnson@hitachicapital.co.uk
Attention: Company Secretary (with a copy to the Group Treasurer)
Hitachi Capital America Corp.
800 Connecticut Avenue
Norwalk
Connecticut 06854
United States of America
Fax: +1 203 956 3266
Email: ttakubo@hitachicapitalamerica.com and
msousa@hitachicapitalamerica.com
Attention: VP Treasurer (with a copy to: Treasury Specialist)
SCHEDULE
List of Notes
HCA Notes
Series No. |
Description |
ISIN |
Nominal Amount Outstanding |
522 |
USD 10,000,000 Fixed Rate Notes due 30 March 2021 |
XS1584040874 |
USD 10,000,000 |
591 |
USD 30,000,000 3.637 per cent. Fixed Rate Notes due 22 June 2021 |
XS1843234433 |
USD 30,000,000 |
597 |
USD 5,000,000 Fixed Rate Notes due 3 August 2021 |
XS1861555644 |
USD 5,000,000 |
599 |
USD 15,000,000 Fixed Rate Notes due 27 August 2021 |
XS1870312904 |
USD 15,000,000 |
600 |
USD 15,000,000 3.475 per cent. Fixed Rate Notes due 27 August 2021 |
XS1871136872 |
USD 15,000,000 |
601 |
USD 5,000,000 3.448 per cent. Fixed Rate Notes due 31 August 2021 |
XS1872356693 |
USD 5,000,000 |
598 |
USD 5,000,000 Fixed Rate Notes due 7 September 2021 |
XS1869456381 |
USD 5,000,000 |
611 |
USD 20,000,000 3.824 per cent. Fixed Rate Notes due 17 October 2021 |
XS1894626115 |
USD 20,000,000 |
509 |
USD 50,000,000 Floating Rate Notes due 25 October 2021 |
XS1506036257 |
USD 50,000,000 |
510 |
USD 5,000,000 Fixed Rate Notes due 25 October 2021 |
XS1508405112 |
USD 5,000,000 |
511 |
USD 5,000,000 Fixed Rate Notes due 26 October 2021 |
XS1506667325 |
USD 5,000,000 |
513 |
USD 10,000,000 Fixed Rate Notes due 8 November 2021 |
XS1509102932 |
USD 10,000,000 |
634 |
USD 30,000,000 Fixed Rate Notes due 15 March 2022 |
XS1963372021 |
USD 30,000,000 |
588 |
USD 10,000,000 3.533 per cent. Fixed Rate Notes due 13 June 2022 |
XS1837145389 |
USD 10,000,000 |
592 |
USD 10,000,000 3.545 per cent. Fixed Rate Notes due 27 June 2022 |
XS1846654090 |
USD 10,000,000 |
602 |
USD 5,000,000 Fixed Rate Notes due 6 September 2022 |
XS1875373638 |
USD 5,000,000 |
603 |
USD 5,000,000 Fixed Rate Notes due 7 September 2022 |
XS1876064038 |
USD 5,000,000 |
557 |
USD 4,000,000 Fixed Rate Notes due 9 November 2022 |
XS1714357149 |
USD 4,000,000 |
563 |
USD 8,000,000 3.118 per cent. Fixed Rate Notes due 2 February 2023 |
XS1761963278 |
USD 8,000,000 |
564 |
USD 5,000,000 Fixed Rate Notes due 6 February 2023 |
XS1765850489 |
USD 5,000,000 |
565 |
USD 10,000,000 Fixed Rate Notes due 6 February 2023 |
XS1766467721 |
USD 10,000,000 |
566 |
USD 7,000,000 3.17 per cent. Fixed Rate Notes due 9 February 2023 |
XS1768960863 |
USD 7,000,000 |
578 |
USD 5,000,000 3.52 per cent. Fixed Rate Notes due 9 May 2023 |
XS1819599082 |
USD 5,000,000 |
581 |
USD 20,000,000 Fixed Rate Notes due 30 May 2023 |
XS1827615243 |
USD 20,000,000 |
593 |
USD 4,000,000 Fixed Rate Notes due 18 July 2023 |
XS1856993313 |
USD 4,000,000 |
595 |
USD 10,000,000 3.571 per cent. Fixed Rate Notes due 31 July 2023 |
XS1860322335 |
USD 10,000,000 |
620 |
USD 5,000,000 Fixed Rate Notes due 20 November 2023 |
XS1912538508 |
USD 5,000,000 |
560 |
USD 5,000,000 Fixed Rate Notes due 27 November 2023 |
XS1721762323 |
USD 5,000,000 |
673 |
USD 50,000,000 1.904 per cent. Fixed Rate Notes due 12 June 2025 |
XS2186298811 |
USD 50,000,000 |
648 |
USD 15,000,000 2.535% Notes due 4 December 2025 |
XS2088657650 |
USD 15,000,000 |
HCUK Notes
Series No. |
Description |
ISIN |
Nominal Amount Outstanding |
576 |
EUR 50,000,000 0.02% Notes due 19 March 2021 |
XS1815317034 |
EUR 50,000,000 |
454 |
GBP 30,000,000 Floating Rate Notes due 1 April 2021 |
XS1048475286 |
GBP 30,000,000 |
638 |
EUR 30,000,000 Floating Rate Notes due April 2021 |
XS1975630366 |
EUR 30,000,000 |
639 |
EUR 20,000,000 Floating Rate Notes due 8 April 2021 |
XS1975974707 |
EUR 20,000,000 |
637 |
EUR 10,000,000 Floating Rate Notes due 10 April 2021 |
XS1971584419 |
EUR 10,000,000 |
573 |
CNY 80,000,000 Fixed Rate Notes due 16 April 2021 |
XS1792207927 |
CNY 80,000,000 |
496 |
USD 24,000,000 Floating Rate Note due 26 April 2021 |
XS1400223902 |
USD 24,000,000 |
497 |
USD 5,000,000 Fixed Rate Note due 26 April 2021 |
XS1400720873 |
USD 5,000,000 |
498 |
AUD 30,000,000 Fixed Rate Notes due 10 May 2021 |
XS1402209149 |
AUD 30,000,000 |
499 |
USD 5,000,000 Fixed Rate Notes due 11 May 2021 |
XS1403600825 |
USD 5,000,000 |
670 |
JPY 1,000,000,000 0.13 per cent. Notes due 21 May 2021 |
XS2170383322 |
JPY 1,000,000,000 |
580 |
GBP 120,000,000 Floating Rate Notes due 25 May 2021 |
XS1826189000 |
GBP 120,000,000 |
583 |
GBP 10,000,000 Floating Rate Notes due 11 June 2021 |
XS1834001346 |
GBP 10,000,000 |
643 |
EUR 200,000,000 Floating Rate Notes due 11 June 2021 |
XS2064448603 |
EUR 200,000,000 |
590 |
JPY 1,000,000,000 Fixed Rate Notes due 21 June 2021 |
XS1839002349 |
JPY 1,000,000,000 |
538 |
JPY 15,000,000,000 Fixed Rate Notes due 21 July 2021 |
XS1649817548 |
JPY 15,000,000,000 |
505 |
USD 26,000,000 Fixed Rate Notes due 26 August 2021 |
XS1480668257 |
USD 26,000,000 |
544 |
USD 7,000,000 Fixed Rate Notes due 13 September 2021 |
XS1681744386 |
USD 7,000,000 |
546 |
USD 20,000,000 Fixed Rate Notes due 14 September 2021 |
XS1681658115 |
USD 20,000,000 |
604 |
JPY 500,000,000 Fixed Rate Notes due 21 September 2021 |
XS1881005893 |
JPY 500,000,000 |
605 |
JPY 500,000,000 Fixed Rate Notes due 21 September 2021 |
XS1881009374 |
JPY 500,000,000 |
607 |
EUR 20,000,000 Fixed Rate Notes due 21 September 2021 |
XS1881854522 |
EUR 20,000,000 |
440 |
USD 5,000,000 Fixed Rate Notes due 24 September 2021 |
XS1112563140 |
USD 5,000,000 |
606 |
CNY 600,000,000 Fixed Rate Notes due 27 September 2021 |
XS1881014887 |
CNY 600,000,000 |
608 |
CAD 6,000,000 2.88% Notes due 27 September 2021 |
XS1881896010 |
CAD 6,000,000 |
609 |
JPY 500,000,000 Fixed Rate Notes due 5 October 2021 |
XS1886477584 |
JPY 500,000,000 |
465 |
GBP 30,000,000 Floating Rate Notes due 12 October 2021 |
XS1117528932 |
GBP 30,000,000 |
612 |
GBP 100,000,000 Floating Rate Notes due 26 October 2021 |
XS1894612248 |
GBP 100,000,000 |
644 |
CHF 5,000,000 Floating Rate Notes due 12 November 2021 |
XS2078922544 |
CHF 5,000,000 |
614 |
JPY 4,600,000,000 Fixed Rate Notes due 15 November 2021 |
XS1909073253 |
JPY 4,600,000,000 |
615 |
JPY 1,000,000,000 Fixed Rate Notes due 19 November 2021 |
XS1909193580 |
JPY 1,000,000,000 |
616 |
JPY 1,000,000,000 Fixed Rate Notes due 19 November 2021 |
XS1910115382 |
JPY 1,000,000,000 |
617 |
JPY 500,000,000 0.17% Notes due 22 November 2021 |
XS1910249827 |
JPY 500,000,000 |
618 |
JPY 1,500,000,000 0.17% Notes due 22 November 2021 |
XS1910930467 |
JPY 1,500,000,000 |
619 |
JPY 500,000,0000.180 per cent. Fixed Rate Notes due 29th November 2021 |
XS1911674221 |
JPY 500,000,000 |
623 |
JPY 1,300,000,000 Fixed Rate Notes due 30 November 2021 |
XS1920367809 |
JPY 1,300,000,000 |
655 |
EUR 25,000,000 Floating Rate Notes due 19 January 2022 |
XS2133612874 |
EUR 25,000,000 |
629 |
JPY 500,000,0000.200 per cent. Fixed Rate Notes due 30 January 2022 |
XS1937042981 |
JPY 500,000,000 |
567 |
CNY 50,000,000 Fixed Rate Notes due 22 February 2022 |
XS1785150712 |
CNY 50,000,000 |
636 |
GBP 4,100,000 1.53% Notes due 22 February 2022 |
XS1964677261 |
GBP 4,100,000 |
635 |
CAD 4,200,000 2.35% Notes due 22 February 2022 |
XS1964680133 |
CAD 4,200,000 |
654 |
GBP 100,000,000 1.228 per cent. Notes due 25 February 2022 |
XS2123086840 |
GBP 100,000,000 |
640 |
GBP 5,000,000 Floating Rate Notes due 12 April 2022 |
XS1981791244 |
GBP 5,000,000 |
524 |
HKD 150,000,000 Fixed Rate Notes due 19 April 2022 |
XS1598716493 |
HKD 150,000,000 |
473 |
GBP 30,000,000 Floating Rate Notes due 25 April 2022 |
XS1206525831 |
GBP 30,000,000 |
610 |
CNY 200,000,000 Fixed Rate Notes due 29 April 2022 |
XS1892845600 |
CNY 200,000,000 |
539 |
USD 10,000,000 Floating Rate Note due 28 July 2022 |
XS1653107646 |
USD 10,000,000 |
542 |
USD 25,000,000 Floating Rate Notes due 1 September 2022 |
XS1666258824 |
USD 25,000,000 |
541 |
HKD 200,000,000 Fixed Rate Notes due 16 September 2022 |
XS1665379167 |
HKD 200,000,000 |
458 |
USD 10,000,000 Fixed Rate Notes due 22 September 2022 |
XS1687477643 |
USD 10,000,000 |
552 |
EUR 5,000,000 Fixed Rate Notes due 11 October 2022 |
XS1697023494 |
EUR 5,000,000 |
621 |
USD 20,000,000 Floating Rate Notes due 23 November 2022 |
XS1912835201 |
USD 20,000,000 |
646 |
EUR 350,000,000 0.125% Senior Notes due 29 November 2022 |
XS2083299284 |
EUR 350,000,000 |
656 |
HKD 160,000,000 Fixed Rate Notes due 20 February 2023 |
XS2137299777 |
HKD 160,000,000 |
571 |
AUD 18,000,000 Fixed Rate Notes due 13 April 2023 |
XS1790985474 |
AUD 18,000,000 |
657 |
JPY 5,200,000,000 Fixed Rate Notes due 24 April 2023 |
XS2158696794 |
JPY 5,200,000,000 |
658 |
JPY 6,300,000,000 Fixed Rate Notes due 24 April 2023 |
XS2158696877 |
JPY 6,300,000,000 |
577 |
EUR 15,000,000 Fixed Rate Notes due 8 May 2023 |
XS1814990104 |
EUR 15,000,000 |
641 |
CNY 100,000,000 Fixed Rate Notes due 8 May 2023 |
XS1989215998 |
CNY 100,000,000 |
663 |
JPY 13,200,000,000 Fixed Rate Notes due 8 May 2023 |
XS2167192983 |
JPY 13,200,000,000 |
660 |
USD 10,000,000 Fixed Rate Notes due 11 May 2023 |
XS2163336089 |
USD 10,000,000 |
664 |
JPY 4,500,000,000 0.700 per cent. Fixed Rate Notes due 11 May 2023 |
XS2167940282 |
JPY 4,500,000,000 |
665 |
GBP 5,000,000 Floating Rate Notes due 11 May 2023 |
XS2168040157 |
GBP 5,000,000 |
666 |
JPY 1,300,000,000 0.75 per cent. Notes due 19 May 2023 |
XS2168085764 |
JPY 1,300,000,000 |
667 |
JPY 4,800,000,000 0.70 per cent. Notes due 19 May 2023 |
XS2170186410 |
JPY 4,800,000,000 |
668 |
JPY 2,000,000,000 Fixed Rate Notes due 19 June 2023 |
XS2170385020 |
JPY 2,000,000,000 |
669 |
JPY 1,000,000,000 Fixed Rate Notes due 19 June 2023 |
XS2170385376 |
JPY 1,000,000,000 |
672 |
JPY 15,000,000,000 Fixed Rate Notes due 19 June 2023 |
XS2176896780 |
JPY 15,000,000,000 |
671 |
JPY 6,800,000,000 0.70 per cent. Notes due 21 June 2023 |
XS2170383835 |
JPY 6,800,000,000 |
613 |
EUR 5,000,000 Fixed Rate Notes due 19 October 2023 |
XS1894843561 |
EUR 5,000,000 |
659 |
JPY 1,500,000,000 Fixed Rate Notes due 30 April 2025 |
XS2162003573 |
JPY 1,500,000,000 |
661 |
USD 20,000,000 Floating Rate Notes due April 2025 |
XS2166048657 |
USD 20,000,000 |
662 |
JPY 2,000,000,000 0.51% Fixed Rate Notes due 12 May 2025 |
XS2166095492 |
JPY 2,000,000,000 |
504 |
AUD 50,000,000 Fixed Rate Notes due 21 July 2026 |
XS1460776252 |
AUD 50,000,000 |
553 |
EUR 10,000,000 Fixed Rate Notes due 12 October 2027 |
XS1702849099 |
EUR 10,000,000 |
627 |
USD 130,000,000 Fixed Rate Notes due 24 January 2029 |
XS1936844320 |
USD 130,000,000 |
630 |
EUR 10,000,000 Fixed Rate Notes due 7 February 2029 |
XS1951430054 |
EUR 10,000,000 |
631 |
EUR 20,000,000 Fixed Rate Notes due February 2029 |
XS1952149059 |
EUR 20,000,000 |
632 |
EUR 10,000,000 Fixed Rate Notes due 26 February 2029 |
XS1953838049 |
EUR 10,000,000 |
645 |
AUD 25,000,000 Fixed Rate Notes due October 2029 |
XS2077741622 |
AUD 25,000,000 |
649 |
AUD 20,000,000 Fixed Rate Notes due 28 November 2029 |
XS2094570160 |
AUD 20,000,000 |
The Solicitation Agents and the Information and Tabulation Agent do not take responsibility for the contents of this announcement and none of the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents, the Information and Tabulation Agent, or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Consent Solicitation. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this notice. This announcement and the Consent Solicitation Memorandum contain important information, which should be read carefully before any decision is made with respect to the Consent Solicitation. If any holder of the Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required by each of the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the Issuers, the Guarantor, the New Guarantor, the Solicitation Agents or the Information and Tabulation Agent in relation to the Consent Solicitation that would permit a public offering of securities.
Any materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or dealer and the Solicitation Agents or their affiliates are such licensed brokers or dealers in that jurisdiction, the Consent Solicitation shall be deemed to be made by the Solicitation Agents or such affiliates (as the case may be) on behalf of the Issuers in such jurisdiction.
United States
The Consent Solicitation is only being made outside the United States, to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act). Any purported participation in the Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Consent Solicitation by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be accepted.
Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes, the HC Guarantee and the New Guarantee have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.
Each Holder participating in the Consent Solicitation will represent that it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.
For the purpose of the Consent Solicitation Memorandum, "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.
United Kingdom
The communication of this announcement, the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation 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, this announcement, the Consent Solicitation Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) 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)), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuers, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
[1] Indicatively, based on the Sterling equivalent of the principal amount of the HCUK Notes determined at 4.00 p.m. (London Time) on 10 November 2020 by reference to the Bloomberg BFIX screen page, the aggregate fee to be shared by Holders of HCUK Notes entitled to receive the Instruction Fee will be GBP 1,145,889.94. The final exchange rate will be determined on the Expiration Date, and therefore this amount may vary accordingly. The aggregate fee to be shared by Holders of HCA Notes entitled to receive the Instruction Fee will be USD 191,500.00.
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