IMPALA PLATINUM HOLDINGS LIMITED - Launch of 202225 May 2017
IMP IMPCB 201705250007A
Launch of 2022 Convertible Bond Offerings and Invitation to Holders to Offer to Sell 2018 Convertible Bonds

IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
JSE Share code: IMP
ISIN: ZAE000083648
ADR code: IMPUY
JSE 2018 Convertible Bond ISIN: ZAE000175873
JSE 2018 Convertible Bond Code: IMPCB
FSE 2018 Convertible Bond ISIN: XS0891408469
FSE 2018 Convertible Bond Code: 089140846
(˘Implats÷ or ˘Company÷)


NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW. NOT FOR DISTRIBUTION TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS

LAUNCH OF 2022 CONVERTIBLE BOND OFFERINGS AND INVITATION TO HOLDERS TO
OFFER TO SELL 2018 CONVERTIBLE BONDS

Introduction

Implats announces the launch of a dual offering of up to ZAR2,600 million unsecured
convertible bonds due 2022 (the ˘2022 ZAR Convertible Bonds÷) and up to U.S.$300 million
unsecured convertible bonds due 2022 (the ˘2022 U.S.$ Convertible Bonds÷ and together with
the 2022 ZAR Convertible Bonds, the ˘2022 Convertible Bonds÷ or the ˘2022 Convertible
Bond Offerings÷).

Implats intends to use the net proceeds from the 2022 Convertible Bond Offerings to refinance
the 2018 Convertible Bonds (as defined below) thereby significantly enhancing ImplatsĂ short-to-
medium term liquidity in line with its strategy to maintain a strong financial position.

The 2018 Convertible Bonds
  -   Outstanding U.S.$200 million 1% convertible bonds with a maturity date of 21 February
      2018 (ISIN: XS0891408469/Common Code:089140846 (the ˘2018 U.S.$ Convertible
      Bonds÷); and
  -   Outstanding ZAR2,672 million 5% convertible bonds with a maturity date of 21 February
      2018 (ISIN: ZAE000175873) (the ˘2018 ZAR Convertible Bonds÷ and together with the
      2018 U.S.$ Convertible Bonds, the ˘2018 Convertible Bonds÷).

In conjunction with the 2022 Convertible Bond Offerings, Implats is inviting the holders of the
2018 Convertible Bonds to sell to Implats for cash any and all of their 2018 Convertible Bonds
(the ˘Invitation÷). The purchase price per U.S.$200,000 principal amount of 2018 U.S.$
Convertible Bonds offered and accepted for purchase will be U.S.$200,000. The purchase price
per ZAR10,000 minimum denomination of 2018 ZAR Convertible Bonds offered and accepted
for purchase will be ZAR10,000. Implats will also make payment of an amount in respect of
accrued and unpaid interest in respect of the 2018 Convertible Bonds accepted for purchase, as
further described in the Invitation Term Sheet (as defined below).

The acceptance for purchase of the 2018 Convertible Bonds validly tendered pursuant to the
Invitation is subject, without limitation, to, and conditional upon, the issuance by Implats of the
2022 Convertible Bonds in a combined aggregate principal amount equivalent to approximately
U.S.$400 million, as discussed below.

The 2022 Convertible Bond Offerings

The 2022 Convertible Bonds are expected to be issued and repayable at par. The 2022 ZAR
Convertible Bonds are expected to bear interest at an annual rate of between 6.00% and 6.75%
and the 2022 U.S.$ Convertible Bonds are expected to bear interest at an annual rate of
between 2.875% and 3.625%. The 2022 Convertible Bonds, subject to the approval of ImplatsĂ
shareholders, will be convertible into ordinary shares of the Company (the ˘Ordinary Shares÷)
in accordance with, and subject to, the terms and conditions of the 2022 Convertible Bonds.
Absent such approval, holders of the 2022 Convertible Bonds will on conversion receive a cash
amount equal to the value of the underlying Ordinary Shares. The respective initial conversion
prices are expected to be set at a premium of between 30% and 35% above the reference
share price, being the volume weighted average price of an Ordinary Share on the
Johannesburg Stock Exchange (˘JSE÷) between launch and pricing.

Each of the 2022 ZAR Convertible Bonds and the 2022 U.S.$ Convertible Bonds will permit
Implats to call such bonds at par plus accrued interest at any time on or after the fourth (4th)
anniversary +21 days of the settlement date, if (i) in the case of the 2022 U.S.$ Convertible
Bonds, the aggregate value of the underlying Ordinary Shares for a specified period of time is
130% or more of the principal amount of the relevant bonds or (ii) in the case of the 2022 ZAR
Convertible Bonds, if the volume weighted average price of an Ordinary Share exceeds 130% of
the conversion price for a specified period of time.

The aggregate issue size of the 2022 Convertible Bond Offerings is not expected to exceed
approximately U.S.$450 million, with the Ordinary Shares underlying the 2022 Convertible Bond
Offering not expected to exceed approximately 15% of the Ordinary Shares currently
outstanding.

The 2022 Convertible Bonds will be offered through an accelerated book-building process to
qualifying institutional investors only. The final terms of the 2022 Convertible Bonds will be
announced after pricing, which is expected to be tomorrow.

In 2016, Implats put in place four bilateral bank facilities with aggregate capacity of ZAR4.5
billion, which each mature in June 2021. These facilities were structured to allow Implats to be
able to refinance the 2018 Convertible Bonds and are not currently drawn. As originally
structured, these facilities would not be able to be drawn following the issue of the 2022
Convertible Bonds, however, in line with the strategy to retain a robust liquidity position, Implats
is seeking to retain all or a portion of these facilities. Discussions are therefore well underway
with relationship banks, with ZAR4.0 billion of these facilities already amended to allow them to
remain in place following the issue of the 2022 Convertible Bonds.

It is expected that settlement of the 2022 Convertible Bonds will take place on or about 6 June
2017. Implats intends to apply for admission of the 2022 ZAR Convertible Bonds for trading on
the Main Board of the JSE and the 2022 U.S.$ Convertible Bonds for trading on a European
stock exchange, in each case within 90 days following settlement of the 2022 Convertible
Bonds.

Following settlement, Implats shareholders will be requested to grant specific authority for the
Board of Implats to issue Ordinary Shares to satisfy conversion of the 2022 Convertible Bonds
and for certain amendments to be made to the CompanyĂs Memorandum of Incorporation to
implement the foregoing. If the shareholder authority has not been granted by 30 November
2017, Implats may, by giving notice no later than 15 dealing days after such date, elect to
redeem all but not some only of the 2022 Convertible Bonds at the greater of (i) 102% of the
principal amount of the 2022 Convertible Bonds and (ii) 102% of the fair bond value of the 2022
Convertible Bonds, as defined in the terms and conditions of the 2022 Convertible Bonds.

PricewaterhouseCoopers Corporate Finance (Proprietary) Limited (˘PwC÷) has been appointed
by the Board of Implats as an independent expert to consider the fairness of the relevant
transaction in relation to any related party participation in the 2022 Convertible Bond Offerings.

The Invitation

The Invitation is being made upon the terms and subject to the conditions set forth in the
invitation term sheet dated 25 May 2017 (the ˘Invitation Term Sheet÷). Copies of the Invitation
Term Sheet may be obtained from the relevant Tender Agent, whose contact details are set out
at the end of this announcement. Bondholders are requested to read the Invitation Term Sheet
in full before making any decision with respect to the Invitation. Bondholders may wish to obtain
independent professional advice before making any such decision. Capitalised terms used but
not otherwise defined in this announcement have the meaning ascribed to them in the Invitation
Term Sheet.

The Invitation is expected to expire at 4.00 p.m. (London time) on 31 May 2017 (the ˘Expiration
Deadline÷). Holders of 2018 Convertible Bonds must validly submit tender instructions prior to
the Expiration Deadline in order for such Bonds to be eligible for purchase. Tender instructions
may be submitted (i) in relation to the 2018 U.S.$ Convertible Bonds, to the relevant Tender
Agent via Euroclear Bank SA/NV or Clearstream Banking, S.A. and (ii) in relation to the 2018
ZAR Convertible Bonds, to the relevant Tender Agent and, if such bonds are held in
uncertificated form, to participants of Strate Proprietary Limited in addition to submission to the
Tender Agent. Bondholders are advised to check with any bank, securities broker or other
intermediary through which they hold 2018 Convertible Bonds whether such intermediary would
require receipt of instructions to participate in or revoke their instructions to participate in the
Invitation before the Expiration Deadline.

Tender instructions will be irrevocable, except in the limited circumstances described in the
Invitation Term Sheet. Any 2018 Convertible Bonds that are not successfully offered for
purchase pursuant to the Invitation will remain outstanding, subject to the CompanyĂs right to
redeem such bonds at their principal amount, at any time, if 85% or more of the applicable
aggregate principal amount of such bonds originally issued shall have been previously
redeemed, exchanged or purchased. Any 2018 Convertible Bonds repurchased pursuant to the
Invitation will be cancelled.

Subject to applicable law and as provided in the Invitation Term Sheet, the Company may, in its
sole discretion, extend, reopen, amend, waive any condition of, or terminate the Invitation at any
time. Details of any such extension, reopening, amendment, waiver or termination will be
announced as soon as reasonably practicable after the relevant decision is made and as
required by applicable law.

The acceptance for purchase of the 2018 Convertible Bonds validly tendered pursuant to the
Invitation is subject, without limitation, to, and conditional upon, the issuance by Implats of the
2022 Convertible Bonds in a combined aggregate principal amount equivalent to approximately
U.S.$400 million. Please see ˘The 2022 Convertible Bond Offerings÷ above.


25 May 2017
Johannesburg
                              Sole Global Co-ordinator
                          Deutsche Bank AG, London Branch

      Joint Dealer Managers for the 2018 U.S.$ and ZAR Convertible Bonds
                       Deutsche Bank AG, London Branch
                      Morgan Stanley & Co. International plc
             Rand Merchant Bank, a division of FirstRand Bank Limited


         Joint Bookrunners                               Co-Bookrunners
  Deutsche Bank AG, London Branch                        Nedbank Limited
 Morgan Stanley & Co. International plc       The Standard Bank of South Africa Limited
  Rand Merchant Bank, a division of
       FirstRand Bank Limited

Local Partner to the Joint Bookrunners                Joint Advisers to Implats
 Basis Points Capital Proprietary Limited            Centerview Partners UK LLP
                                                        aloeCap (Pty) Limited

   Tender Agent for the 2018 U.S.$                Tender Agent for the 2018 ZAR
         Convertible Bonds                              Convertible Bonds
     Lucid Issuer Services Limited                Rand Merchant Bank, a division of
                                                      FirstRand Bank Limited

            JSE Sponsor                                   Debt Sponsor
  Deutsche Securities (SA) Proprietary        The Standard Bank of South Africa Limited
               Limited

                                     Further Information:

Requests for information in relation to the terms of the Invitation should be directed to the
Joint Dealer Managers as follows:


   Deutsche Bank AG, London Branch                Morgan Stanley & Co. International plc
            Winchester House                                25 Cabot Square
        1 Great Winchester Street                             Canary Wharf
           London, EC2N 2DB                                 London, E14 4QA
             United Kingdom                                  United Kingdom
        Attention: Timothy Duncan                        Attention: Mark Maislish
     Telephone: +44 (0) 207 547 5154                Telephone: +44 (0) 20 7425 9059
      Email: timothy.duncan@db.com               Email: mark.maislish@morganstanley.com
               
                Rand Merchant Bank, a division of FirstRand Bank Limited
                                  1 Merchant Place
                             Cnr Fredman Drive & Rivonia Road,
                                         Sandton, 2196
                                          South Africa
                                    Attention: Dave Sinclair
                                Telephone: +27 (0)11 282 8077
                                Email: dave.sinclair@rmb.co.za

Requests for information in relation to the procedures for participating in the Invitation for
the 2018 U.S.$ Convertible Bonds should be directed to:

                                Lucid Issuer Services Limited
                                       Tankerton Works
                                        12 Argyle Walk
                                     London, WC1H 8HA
                                  Attention: Paul Kamminga
                               Telephone: +44 (0) 20 7704 0880
                                 Email: implats@lucid-is.com

Requests for information in relation to the procedures for participating in the Invitation for the
                   2018 ZAR Convertible Bonds should be directed to:

               Rand Merchant Bank, a division of FirstRand Bank Limited
                                       1 Merchant Place
                                 Cnr Fredman Drive & Rivonia Road,
                                       Sandton, 2196
                                          South Africa
                                    Attention: Dave Sinclair
                                Telephone:+27 (0) 11 282 8077
                                 Email: tenderoffer@rmb.co.za

IMPORTANT NOTICE IN RELATION TO THE 2022 CONVERTIBLE BOND OFFERINGS

NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR THE CO-BOOKRUNNERS
(TOGETHER, THE ˘BOOKRUNNERS÷) OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN
OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY
OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES
ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED
STATES THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY
OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE ˘EEA÷) AT PERSONS WHO ARE ˘QUALIFIED
INVESTORS÷ WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (˘QUALIFIED
INVESTORS÷). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE
2003/71/EC, AS AMENDED, INCLUDING THE 2010 PD AMENDING DIRECTIVE. EACH PERSON WHO INITIALLY
ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE WILL BE DEEMED TO HAVE
REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A ˘QUALIFIED INVESTOR÷ WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE.

IN ADDITION, IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS
DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (˘FPO÷) AND QUALIFIED INVESTORS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) OF THE FPO, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ˘RELEVANT PERSONS÷). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS
WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE
UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT
PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE
UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE
UNITED KINGDOM).

THIS ANNOUNCEMENT IS NOT BEING MADE TO AND DOES NOT CONSTITUTE AN ˘OFFER TO THE PUBLIC÷
(AS SUCH TERM IS DEFINED IN THE SOUTH AFRICAN COMPANIES ACT, NO 71 OF 2008 (THE ˘SA
COMPANIES ACT÷) AND IS NOT, NOR IS IT INTENDED TO CONSTITUTE, A ˘REGISTERED PROSPECTUS÷ (AS
SUCH TERM IS DEFINED IN THE SA COMPANIES ACT) PREPARED AND REGISTERED UNDER THE SA
COMPANIES ACT.

ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN
INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE COMPANYĂS PUBLICLY AVAILABLE
INFORMATION. NEITHER THE BOOKRUNNERS 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 ANNOUNCEMENT OR THE COMPANYĂS PUBLICLY AVAILABLE INFORMATION.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY
WITHOUT NOTICE UP TO THE CLOSING DATE FOR THE ISSUANCE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR
TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS AND NOTIONALLY UNDERLYING THE
BONDS (TOGETHER WITH THE BONDS, THE ˘SECURITIES÷). NONE OF THE COMPANY OR THE
BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY
PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE
SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THIS PRESS RELEASE MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, ˘FORWARD-
LOOKING STATEMENTS÷. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS ˘BELIEVES÷, ˘ESTIMATES÷, ˘PLANS÷,
˘PROJECTS÷, ˘ANTICIPATES÷, ˘EXPECTS÷, ˘INTENDS÷, ˘MAY÷, ˘WILL÷ OR ˘SHOULD÷ OR, IN EACH CASE,
THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF
STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING
STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-
LOOKING STATEMENTS REFLECT THE COMPANYĂS CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND
ASSUMPTIONS RELATING TO THE COMPANYĂS BUSINESS, RESULTS OF OPERATIONS, FINANCIAL
POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK
ONLY AS OF THE DATE THEY ARE MADE. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN OUR EXPECTATIONS OR ANY CHANGE IN
EVENTS, CONDITIONS OR CIRCUMSTANCES.

THE BOOKRUNNERS ARE ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION
WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION
TO THE SECURITIES.

EACH OF THE COMPANY, THE BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY
DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT
CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.

IMPORTANT NOTICE IN RELATION TO THE INVITATION

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE INVITATION IN
ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO
MAKE SUCH INVITATION UNDER APPLICABLE SECURITIES LAWS. 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 COMPANY, THE TENDER
AGENT AND THE JOINT DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY
SUCH RESTRICTIONS.

UNITED STATES

THE INVITATION IS NOT BEING MADE AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN OR INTO, OR
BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES.
THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX,
TELEPHONE AND THE INTERNET. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT AND ANY OTHER
DOCUMENTS OR MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT BE,
DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED IN OR
INTO THE UNITED STATES AND BONDS CANNOT BE OFFERED FOR PURCHASE IN THE INVITATION BY ANY
SUCH USE, MEANS, INSTRUMENTS OR FACILITIES OR FROM WITHIN THE UNITED STATES OR BY
PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, AS DEFINED IN REGULATION S OF THE US
SECURITIES ACT OF 1933, AS AMENDED (THE ˘SECURITIES ACT÷). FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND ANY PURPORTED OFFER OF
BONDS FOR PURCHASE RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE
RESTRICTIONS WILL BE INVALID AND OFFERS OF BONDS FOR PURCHASE MADE BY A PERSON LOCATED
IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-
DISCRETIONARY BASIS FOR A NOMINEE GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL
NOT BE ACCEPTED.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR AN INVITATION TO OFFER OR
SELL SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE PURPOSE OF THIS ANNOUNCEMENT IS LIMITED TO THE INVITATION AND THIS
ANNOUNCEMENT MAY NOT BE SENT OR GIVEN TO A PERSON IN THE UNITED STATES. EACH HOLDER OF
BONDS PARTICIPATING IN THE INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED
STATES AND IS NOT PARTICIPATING IN THE INVITATION 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 PARTICIPATE IN THE INVITATION FROM THE UNITED STATES.

FOR THE PURPOSES OF THIS AND THE ABOVE TWO PARAGRAPHS, ˘UNITED STATES÷ MEANS THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA.

˘EUROPEAN ECONOMIC AREA (THE ˘EEA")

THIS PRESS RELEASE AND THE INVITATION WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN
MEMBER STATES OF THE EEA AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE
EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED, INCLUDING THE
2010 PD AMENDING DIRECTIVE. EACH PERSON WHO INITIALLY ACQUIRES ANY BONDS OR TO WHOM ANY
OFFER OF BONDS MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND
AGREED THAT IT IS A ˘QUALIFIED INVESTOR÷ WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
PROSPECTUS DIRECTIVE.÷

UNITED KINGDOM

THE COMMUNICATION OF THIS ANNOUNCEMENT BY THE COMPANY AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE INVITATION 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
ANNOUNCEMENT 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 INVITATION IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF
FRANCE (˘FRANCE÷). NEITHER THIS ANNOUNCEMENT NOR ANY OTHER DOCUMENT OR MATERIAL
RELATING TO THE INVITATION 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 DĂINVESTISSEMENT DE GESTION
DE PORTEFEUILLE POUR COMPTE DE TIERS); AND/OR (II) QUALIFIED INVESTORS (INVESTISSEURS
QUALIFI+S), 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 MON+TAIRE ET FINANCIER ARE ELIGIBLE
TO PARTICIPATE IN THE INVITATION. THIS ANNOUNCEMENT HAS NOT BEEN SUBMITTED FOR CLEARANCE
TO THE AUTORIT+ DES MARCH+S FINANCIERS.

ITALY

NONE OF THE INVITATION, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE INVITATION 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 INVITATION 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 INVITATION 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 34-TER, PARAGRAPH 1, LETTER B) OF THE ISSUERSĂ REGULATION.

HOLDERS OR BENEFICIAL OWNERS OF THE BONDS MAY OFFER THEIR BONDS FOR PURCHASE IN THE
INVITATION 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-+-VIS ITS CLIENTS IN
CONNECTION WITH THE BONDS OR THE INVITATION.

SOUTH AFRICA

THE COMMUNICATION OF THIS ANNOUNCEMENT BY THE COMPANY AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE INVITATION SHOULD NOT BE CONSTRUED AS CONSTITUTING ANY FORM
OF INVESTMENT ADVICE OR RECOMMENDATION, GUIDANCE OR PROPOSAL OF A FINANCIAL NATURE
UNDER THE SOUTH AFRICAN FINANCIAL ADVISORY AND INTERMEDIARY SERVICES ACT, 37 OF 2002 (AS
AMENDED OR RE-ENACTED). THE INVITATION IS NOT BEING MADE TO AND DOES NOT CONSTITUTE AN
˘OFFER TO THE PUBLIC÷ (AS SUCH TERM IS DEFINED IN THE SOUTH AFRICAN COMPANIES ACT, NO 71 OF
2008 (THE ˘SA COMPANIES ACT÷) AND IS NOT, NOR IS IT INTENDED TO CONSTITUTE, A ˘REGISTERED
PROSPECTUS÷ (AS SUCH TERM IS DEFINED IN THE SA COMPANIES ACT) PREPARED AND REGISTERED
UNDER THE SA COMPANIES ACT.

GENERAL

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN
OFFER TO SELL OR BUY ANY BONDS, AS APPLICABLE (AND OFFERS OF BONDS FOR PURCHASE IN THE
INVITATION 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 INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND ANY
OF THE JOINT DEALER MANAGERS OR THEIR AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN
SUCH JURISDICTIONS, THE INVITATION SHALL BE DEEMED TO BE MADE BY THE JOINT DEALER
MANAGERS OR SUCH AFFILIATE (AS THE CASE MAY BE) ON BEHALF OF THE COMPANY IN SUCH
JURISDICTIONS.

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