October 10, 2018
JPMorgan Chase Bank, N.A. (the “Offeror”) today announces an offer to purchase (the “Offer”) to holders (the “Bondholders”) of its USD 350,000,000 zero coupon cash settled exchangeable bonds due 2021 (XS1748457352), of which USD 350,000,000 in aggregate principal amount is currently outstanding (the “Bonds”) on the terms described in this Press Release.
The Offeror is offering to purchase any and all of the Bonds for cash at the purchase price of USD 185,000 per USD 200,000 in principal amount of the Bonds validly tendered by Bondholders pursuant to the Offer.
J.P. Morgan Securities plc is acting as Dealer Manager and The Bank of New York Mellon, London Branch is acting as Tender Agent, each in relation to the Offer.
Timetable for the Offer
The timetable for the Offer is set out below:
|Launch Date||10 October 2018|
|Interim Settlement Deadlines||
4.00 p.m. (London time) on 16 October 2018, 23 October 2018 and 30 October 2018
In relation to tenders validly made at or prior to each Interim Settlement Deadline, the Offeror intends to settle Bonds accepted for purchase (if any) on the corresponding Interim Settlement Date which shall be the date falling three London and New York Business Days following the relevant Interim Settlement Deadline
Tender Instructions (as defined below) must be received by the Tender Agent via Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream, Luxembourg”) at or prior to the relevant Interim Settlement Deadline for the relevant Bonds to be accepted for purchase and settled on the Interim Settlement Date corresponding to that Interim Settlement Deadline
4.00 p.m. (London time) on 6 November 2018
Tender Instructions must be received by the Tender Agent via Euroclear Clearstream, Luxembourg at or prior to the Expiration Deadline for the relevant Bonds to be eligible for purchase
|Announcement of Results||Announcement of the final aggregate principal amount of the Bonds accepted for purchase pursuant to the Offer will be made as soon as reasonably practicable after the Expiration Deadline by publication of such information by delivery of a notice to Euroclear and Clearstream, Luxembourg (the “Clearing Systems”) for communication to Direct Participants (as defined below).|
|Expected Final Settlement Date||9 November 2018|
Bondholders are advised to check with any bank, securities broker or other intermediary (including any Direct Participant of a Clearing System) through which they hold their Bonds as to the deadline by which such intermediary would require receipt of instructions to participate in, or withdraw their Tender Instructions to participate in, the Offer to meet the deadline set out above.
The deadline set by any such intermediary (including any Direct Participant of the Clearing Systems) is likely to be earlier than the deadline specified above.
The Offeror expressly reserves the right, in its sole discretion and subject to applicable law, at any time, to (i) extend the Expiration Deadline, (ii) retain the Bonds successfully tendered by Bondholders pursuant to the Offer and (iii) amend the other terms of the Offer in any respect. Any amendment applicable to the Offer will apply to all Bonds tendered pursuant to the Offer. If the Offeror makes a material change in the terms of an Offer or the information concerning the Offer, it will disseminate additional disclosure materials and extend the Offer to the extent required by law.
Participating in the Offer
Only Direct Participants can submit Tender Instructions. Bondholders who intend to participate in the Offer and who are Direct Participants of a Clearing System must take the actions set out below directly. Bondholders who want to participate in the Offer and who are not Direct Participants of a Clearing System must submit Tender Instructions by instructing the bank, custodian or intermediary through which they hold the Bonds. Any costs or expenses incurred by a bank, custodian or intermediary submitting Tender Instructions will be borne by the relevant Bondholder. A “Direct Participant” is a person shown in the records of the relevant Clearing System as a holder of the Bonds.
Instructions to tender Bonds pursuant to the Offer (“Tender Instructions”) should be sent to the relevant Clearing System in accordance with the usual procedures of such Clearing System. The tendering of Bonds in the Offer will be deemed to have occurred upon receipt by the Tender Agent from the relevant Clearing System of a valid Tender Instruction submitted in accordance with the requirements of such Clearing System. The receipt of such Tender Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Bonds in the Bondholder’s account with the relevant Clearing System so that no transfers may be effected in relation to such Bonds.
Tender Instructions are irrevocable upon submission except in the limited circumstances described in “General Conditions of the Offer”.
New Bond Offering
The Offeror also announced today the launch of an offering of cash-settled exchangeable bonds due 2021 (the “New Bonds”) in minimum aggregate principal amount of USD 150,000,000. The New Bonds are referable to ordinary shares of Dufry AG. Exchange rights in respect of the New Bonds will be cash-settled only.
Requests for information in relation to the terms of the Offer should be directed to:
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Attention: J.P. Morgan equity-linked team
Telephone: +44 207 134 2650
Email: [email protected]
Requests for information in relation to the procedures for participating in the Offer should be directed to:
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
Attention: Debt Restructuring Services
Telephone: +44 (0) 1202 689644
Email: [email protected]
This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulations.
GENERAL CONDITIONS OF THE OFFER
|1.||Bondholders who wish to participate in the Offer must validly tender at least USD 200,000 in principal amount of Bonds.|
|2.||Participation in the Offer is conditional upon the submission of Tender Instructions which, in the sole discretion of the Offeror, have been validly made and the Offeror is under no obligation to any relevant Bondholder to furnish any reason or justification for refusing to purchase any Bonds tendered pursuant to the Offer. For example, tenders of Bonds pursuant to the Offer may be rejected if the Offer is terminated or if the tender of the Bonds does not comply with the requirements of a particular jurisdiction.|
|3.||All payments by or on behalf of the Offeror pursuant to and in connection with the Offer will be made net of any withholding or deduction for, or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any authority having power to tax. If any such withholding or deduction is so required, the Offeror is entitled to withhold or deduct any amount from such payments to satisfy the withholding or deduction and none of the Offeror, the Tender Agent or the Dealer Manager shall be obliged to pay any additional amounts to Bondholders in respect of such withholding or deduction.|
|4.||If the Offeror amends the Offer in any way that, in the opinion of the Offeror (following consultation with the Dealer Manager), is materially prejudicial to Bondholders that have already submitted Tender Instructions before the announcement of such amendment and where settlement of the purchase of the relevant Bonds has not already occurred before such announcement (which announcement shall include a statement that in the opinion of the Offeror such amendment is materially prejudicial to such Bondholders), then such Tender Instructions may be revoked for a period of 24 hours following such announcement in accordance with the procedures of the relevant Clearing System (and settlement of such Tender Instructions shall be suspended for such period). For the avoidance of doubt, any Bondholder who does not exercise any such right of revocation in the circumstances and in the manner specified above, shall be deemed to have waived such right of revocation and its original Tender Instruction will remain effective. A Tender Instruction may be revoked by a Bondholder (if such Bondholder is a Direct Participant), or the relevant Direct Participant on its behalf, by submitting a valid electronic withdrawal instruction to the relevant Clearing System. To be valid, such instruction must specify the Bonds to which the original Tender Instruction related, the securities account to which such Bonds are credited and any other information required by the relevant Clearing System. Tender Instructions may not be withdrawn after the settlement of the purchase of the relevant Bonds.|
|5.||Each Bondholder is solely responsible for making its own independent appraisal of all matters (including those relating to the Offer, the Bonds, the Offeror and Dufry AG whose shares the Bonds are referable to) as such Bondholder deems appropriate, including taxation matters, in determining whether to tender Bonds pursuant to the Offer and, if so, the aggregate principal amount of Bonds it wishes to tender.|
|6.||The Offer, any acceptance of the Offer by Bondholders, and any non-contractual obligations arising out of or in connection with the Offer, shall be governed by and construed in accordance with English law.|
This Press Release does not constitute an Offer to purchase Bonds in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer under applicable securities laws. The distribution of this Press Release in certain jurisdictions may be restricted by law. Persons into whose possession this Press Release comes are required by each of the Offeror, the Tender Agent and the Dealer Manager to inform themselves about, and to observe, any such restrictions.
The communication of this Press Release by the Offeror and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); (2) persons who fall within Article 43(2) of the FPO; or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this Press Release relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.
The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this Press Release nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only: (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers); and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier are eligible to participate in the Offer. This Press Release has not been submitted for clearance to the Autorité des Marchés Financiers.
None of the Offer, this Press Release or any other documents or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, the Offer is only addressed to holders of Bonds located in the Republic of Italy who are “qualified investors” (investitori qualificati) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Bonds may tender their Bonds pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Offer.
Neither this Press Release nor any other offering or material relating to the Offer constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer.
This Press Release does not constitute an offer to sell or buy or a solicitation of an offer to sell or buy the Bonds, as applicable (and any participation in the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Manager or its affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by the Dealer Manager or its affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.
By participating in the Offer, each Bondholder and any intermediary on such Bondholder’s behalf shall be deemed to agree, and acknowledge, represent, warrant and undertake to the Offeror, the Tender Agent and the Dealer Manager on the date of submission of the relevant Tender Instruction, the Expiration Deadline and the Settlement Date that:
|(i)||it has reviewed and accepts the General Conditions of the Offer and the Offer Restrictions, as set out in this Press Release, and confirms that it is able to participate in the Offer in compliance with the Offer Restrictions;|
|(ii)||it is not a person to whom it is unlawful to make the Offer under applicable securities laws and it has complied with all laws and regulations applicable to it for the purposes of its participation in the Offer;|
|(iii)||it confirms that it has not, and understands and agrees that it may not, rely on any investigation that the Tender Agent, the Dealer Manager or any person acting on their behalf may have conducted with respect to the Offeror, the Bonds, the Offer or the shares the Bonds are referable to, and the Tender Agent, the Dealer Manager and their respective affiliates make no representation, express or implied, with respect to the Offer, the Offeror, the Bonds or the shares the Bonds are referable to;|
|(iv)||it has consulted or will consult with its own legal, regulatory, tax, business, investment, financial and accounting advisers in connection herewith to the extent it has deemed necessary; has reviewed all information that it believes is necessary or appropriate in connection with the Offer; and has made or will make its own decisions based upon its own judgement, due diligence and advice from such advisers as it has deemed necessary and not upon any view expressed by or on behalf of the Offeror, the Dealer Manager or the Tender Agent;|
|(v)||it confirms that no information has been provided to it by the Offeror, the Tender Agent, the Dealer Manager or any of their respective directors or employees or advisers, with regard to the tax consequences for it arising from participation in the Offer, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Offer;|
|(vi)||it confirms that (a) the Bonds which the Bondholder tenders pursuant to the Offer are being transferred by such Bondholder with full title guarantee free from all liens, charges and encumbrances and together with all rights attached thereto and (b) it is the legal holder in respect of the Bonds, or if such Bondholder is acting in a fiduciary, agency or other capacity as an intermediary, then such Bondholder has full discretion or is acting upon valid instructions with respect to the Bonds tendered;|
|(vii)||it holds and will hold, until the earlier of the time of settlement on the Settlement Date or the termination of the Offer, the Bonds blocked in the relevant clearing system and, in accordance with the requirements of, and by the deadline required by, such clearing system, it has submitted, or has caused to be submitted, an instruction to such clearing system to authorise the blocking of the tendered Bonds with effect on and from the date of such submission so that, at any time pending the transfer of such Bonds on the Settlement Date to, or to the order of, the Offeror or to its agent on its behalf and the cancellation of such Bonds, no transfers of such Bonds may be effected; and|
it is not an individual or entity (a “Sanctions Restricted Person”):
that is, or is owned or controlled by a Sanctions Restricted Person that is, described or designated in (a) the most current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) (the “SDN List”) or the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf, the “FSE List”) or (b) the most current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); or
that is otherwise the subject of any sanctions administered by a Sanctions Authority other than solely by virtue of their inclusion in: (x) the most current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the “SSI List”), (y) Annexes III, IV, V and VI of Council Regulation No.833/2014, as amended by Council Regulation No.960/2014 (the “EU Annexes”), or (z) any other list with similar effect to the SSI List or the EU Annexes maintained by a Sanctions Authority.
For the purpose of this representation “Sanctions Authority” means:
the Security Council of the United Nations;
the respective governmental institutions and agencies of the United States, the United Kingdom, the European Union or a member state of the European Union including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury; and
any other equivalent governmental or regulatory authority, institution or agency which administers sanctions.
|The representation in (viii) above shall be deemed not to be required if and only to the extent that it is or would be unenforceable by reason of breach of any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such regulation in any member state of the European Union or the United Kingdom).|
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE OFFER. THIS PRESS RELEASE IS NOT AN OFFERING CIRCULAR OR PROSPECTUS OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.
THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.
ANY DECISION RELATING TO A TENDER OF THE BONDS PURSUANT TO THE OFFER SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF THE OFFEROR’S PUBLICLY AVAILABLE INFORMATION AND THE PUBLIC INFORMATION RELATING TO THE SHARES THE BONDS ARE REFERABLE TO. NONE OF THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR’S PUBLICLY AVAILABLE INFORMATION OR THE PUBLIC INFORMATION RELATING TO THE SHARES THE BONDS ARE REFERABLE TO.
THE DEALER MANAGER IS ALSO THE JOINT BOOKRUNNER FOR THE NEW BOND OFFERING. THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE OFFEROR OR MEMBERS OF THE OFFEROR’S GROUP, MAY MAKE MARKETS IN THE BONDS AND/OR THE SHARES THE BONDS ARE REFERABLE TO AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH BONDS AND SUCH SHARES.
IN CONNECTION WITH THE OFFER, THE DEALER MANAGER OR ITS AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AT THE SAME TIME AS THE OFFER OR IN SECONDARY MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.
IN CONNECTION WITH THE OFFER, THE DEALER MANAGER AND ITS AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SUBSCRIBE FOR SECURITIES OF THE OFFEROR OR DUFRY AG OR SELL THE BONDS OR ANY SHARES REFERABLE TO THE BONDS AND FOR SUCH REASON HOLD IN THEIR PORTFOLIOS, PURCHASE OR SELL SUCH BONDS OR ANY SECURITY OF THE OFFEROR OR DUFRY AG OR ANY RELATED INVESTMENT; FURTHERMORE, THEY MAY ALSO OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE CONTEXT OF THE OFFER. THE DEALER MANAGER DOES NOT INTEND TO DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.
THE DEALER MANAGER AND THE TENDER AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE OFFER AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE TENDER AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE OFFER. NEITHER THE DEALER MANAGER NOR THE TENDER AGENT OWE ANY DUTY TO ANY HOLDER OF THE BONDS. NEITHER THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS PRESS RELEASE (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE PRESS RELEASE) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR ITS SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS PRESS RELEASE OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE TENDER AGENT, THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY PUBLICITY MATERIAL RELATING TO THE OFFER IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE OFFEROR, THE TENDER AGENT AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
A PROSPECTUS IS NOT REQUIRED TO BE PUBLISHED PURSUANT TO THE PROSPECTUS DIRECTIVE.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE OFFER IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION OR FOR THERE TO BE SUCH PARTICIPATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THIS OFFER TO PURCHASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS OFFER TO PURCHASE COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGER AND THE TENDER AGENT TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.