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SASA POLYESTER SANAYİ A.Ş.

Regulatory Filings Jan 7, 2026

5949_rns_2026-01-07_c6c2388a-c0a7-4899-a7c7-dc7879bd69dc.pdf

Regulatory Filings

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, SOUTH AFRICA, CANADA, JAPAN, TÜRKİYE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW

PRESS RELEASE / KAP DISCLOSURE

SASA launches an offering of up to EUR 500 million Guaranteed Convertible Bonds due 2031

7 January 2026 – Adana, Türkiye – SASA Polyester Sanayi A.Ş. (ISIN: TRASASAW91E4) ("SASA" or the "Company") announces today the launch of an up to EUR 500 million offering (the "Offering") of unsubordinated, unsecured, guaranteed convertible bonds due 2031 (the "Bonds"), convertible into new and/or existing fully paid ordinary shares of the Company with a nominal value of TL0.01 (1 Kuruş) each listed on Borsa Istanbul (the "Shares").

The net proceeds of the Offering will be used for refinancing of indebtedness and for general corporate purposes of the Company.

The Company intends to issue the Bonds in an aggregate principal amount of EUR 500 million, comprising of a base issue size of EUR 450 million and an upsize option of up to EUR 50 million, in minimum denominations of EUR 100,000, and in reliance on Regulation S through a private placement to institutional investors outside the United States of America, Australia, Canada, South Africa, Japan and Türkiye. The number of Shares underlying the Bonds will be adjusted for any change in the conversion price of the Bonds resulting from dilutive events (such as a share capital increase), and also certain conversion price resets on the first, second, third and fourth anniversary of the Issue Date (to be described in the terms and conditions of the Bonds (the "Conditions") to be published in due course).

The Bonds are expected to bear a coupon of between 4.50% and 5.00% per annum, payable quarterly in arrear in equal instalments, with the first interest payment due on 15 April 2026. The payment when due of all sums payable by the Company under the Bonds and the related trust deed will be guaranteed by SASA Dış Ticaret A.Ş. (the "Guarantor"), an unlisted wholly-owned subsidiary of the Company.

In addition, the Company agrees to abide by certain covenants (as summarised below and as to be set out in full in the Conditions) throughout the life of the Bonds which will, among other things, restrict the ability of the Company to:

  • (i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness, provided however, that the Company and any Guarantor may incur Indebtedness if the Consolidated Net Leverage Ratio for any Determination Date is not more than 4.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds of such Indebtedness);
  • (ii) make certain payments, including dividends and other distributions, with respect to the outstanding share capital;
  • (iii) create or incur certain Liens (as defined in the Conditions);
  • (iv) provide guarantees to certain other indebtedness;

  • (v) enter into certain transactions with affiliates;

  • (vi) sell, lease or transfer certain assets;
  • (vii) effect a merger or consolidated of, or sell, all or substantially all of their assets taken as a whole; and
  • (viii) make any material change to its core business.

If at the end of any fiscal quarter, the Company and the Guarantor (and any other guarantors acceding as an obligor under the Bonds and the related trust deed at a future date), after eliminating intra group transactions, on a combined basis account for less than the lower of (i) 95% of the Consolidated EBITDA (as to be defined in the Conditions); or (ii) €500 million, in each case during any 12-month period ending on the end of such fiscal quarter of the Company, the Company shall cause additional Restricted Subsidiaries (as to be defined in the Conditions) to unconditionally and irrevocably guarantee the due payment of all moneys payable by the Company and any other Guarantor under the Bonds.

The Company plans to issue the Bonds with a maturity of 5 years and, unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed at maturity at 100% of their principal amount. The Bonds are expected to be issued at a price of 100% of their principal amount, implying a gross yield to maturity of between 4.50% and 5.00% per annum. The conversion price is expected to be set at a premium of between 20% and 25% above the reference price. The reference price will be determined as the placement price per Share in the Concurrent Offering of Existing Shares (as defined below), converted to EUR at the relevant EUR:TRY spot rate.

The Company will be entitled to redeem the Bonds at their principal amount plus any accrued but unpaid interest at any time (i) on or after 5 February 2029, if the Parity Value of a Bond (as to be defined in the Conditions) exceeds 130% of the principal amount of such Bond over a certain period or (ii) if less than 20% of the aggregate principal amount of the Bonds originally issued remain outstanding.

Moreover, the Bonds may be redeemed at the option of bondholders (i) at their principal amount plus accrued but unpaid interest on 15 January 2029, and (ii) at their principal amount plus an amount equal to all remaining scheduled coupon payments (undiscounted) that would otherwise have been payable if held to maturity, upon the occurrence of a Change of Control Event, a Free Float Event, a Short-Selling Ban Event, a Delisting Event or an Event of Default (each as to be defined in the Conditions).

The coupon and conversion premium of the Bonds are expected to be determined once bookbuilding is completed, with pricing expected to occur on 8 January 2026. Settlement of the Bonds is expected to take place on or around 15 January 2026 (the "Issue Date").

Bondholders may exercise their conversion right in the following circumstances:

  • (i) at any time during any CoCo Conversion Period (as defined in the Conditions) (or portion thereof) falling in the period from (and including) the Issue Date to (and including) the Istanbul and London business day immediately preceding 15 July 2026,
  • (ii) at any time during the period from (and including) 15 July 2026 to (and including) the 10th Istanbul and London business day prior to the maturity date.

Upon exercise of their conversion right, bondholders will receive Shares plus an amount in cash in euros equal to all remaining scheduled coupon payments (undiscounted) in the circumstances described in the Conditions.

To facilitate the participation of certain investors in the Offering, Erdemoğlu Holding A.Ş., the main and controlling shareholder of SASA (the "Main Shareholder"), has entered into a stock lending agreement with HSBC Bank plc, for a number of Shares not lower than the number of Shares underlying the Bonds for the purpose of facilitating investors' hedging activities. The agreement can only be terminated by the Main Shareholder if none of the Bonds originally issued remain outstanding.

In the context of the Offering, the Company and the Main Shareholder will agree to lock-up undertakings from the date of pricing of the Bonds until 180 and 90 days after the Issue Date, respectively, subject to waiver by the Joint Global Coordinators and to certain limited exceptions.

An application for the admission of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is intended to be made by no later than the first interest payment date under the Bonds.

This Offering is being managed by BNP PARIBAS, HSBC and J.P. Morgan as Joint Global Coordinators and Joint Bookrunners (together, the "Joint Global Coordinators").

Concurrent Offering of Existing Shares

The Company has been advised by the Joint Global Coordinators that to facilitate hedging for certain subscribers of the Bonds, the Joint Global Coordinators may organise a simultaneous placement of existing Shares in short sales, at a placement price to be determined via an accelerated bookbuilding process (the "Concurrent Offering of Existing Shares") to purchasers procured by the Joint Global Coordinators, on behalf of certain subscribers of the Bonds.

The Company will not receive any proceeds from any sale of existing Shares in connection with the Concurrent Offering of Existing Shares as these Shares are not being issued by, or sold on behalf of, the Company.

Any offer or sale of existing Shares in any Concurrent Offer of Existing Shares will be made (i) outside the United States in offshore transactions in reliance on Rule 903 of Regulation S under the US Securities Act of 1933 (the "Securities Act") or (ii) inside the United States to qualified institutional buyers (as defined in Rule 144A under the US Securities Act) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

About SASA

SASA is a leading producer in the world for polyester staple fibres, polyethylene terephthalate, filament yarns, polyester-based and specialty polymers and intermediates (PTA). Combining and blending a leadership responsibility in industry with a powerful technical inheritance and a high production capacity, SASA successfully manages the whole process from design to production and distribution. SASA began its activities in polyester sector in 1966. Since its establishment, the company has been one of the pioneer corporations in its field, demonstrating rapid growth thanks to the incessant investments.

Press and Investor Relations

Ali Bülent Yılmazel, [email protected], +90 322 441 00 53

IMPORTANT NOTICE

NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE GUARANTOR, THE JOINT GLOBAL COORDINATORS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO 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") IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE COMPANY, THE GUARANTOR AND THE JOINT GLOBAL COORDINATORS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THIS PRESS RELEASE 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 PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, THE UNITED KINGDOM AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). EACH PERSON IN A MEMBER STATE OR IN THE UNITED KINGDOM WHO INITIALLY ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE BONDS THAT ARE LOCATED IN A MEMBER STATE OR IN THE UNITED KINGDOM WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR. FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "EUWA").

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFIR"); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE "PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.

THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS (A) IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II AND (B) IN THE UNITED KINGDOM, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM (THE "FSMA") AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") OR THE PRIIPS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE 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, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED UPON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE 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.

THE OFFERING OF THE BONDS HAS BEEN AUTHORISED BY THE CAPITAL MARKETS BOARD

OF TÜRKİYE (THE "CMB") ONLY FOR THE PURPOSE OF THE ISSUANCE AND SALE OF THE BONDS OUTSIDE TÜRKİYE IN ACCORDANCE WITH THE CAPITAL MARKETS LAW, ARTICLE 15(b) OF DECREE 32 AND THE COMMUNIQUE NO. VII-128.8 ON DEBT INSTRUMENTS. THIS PRESS RELEASE AND THE BONDS (AND ANY BENEFICIAL INTERESTS THEREIN) MUST BE DISTRIBUTED, OFFERED OR SOLD ONLY OUTSIDE TÜRKİYE, AND THE CMB AUTHORISED THE OFFERING ON THE BASIS THAT, FOLLOWING THE PRIMARY SALE OF THE BONDS, NO TRANSACTION THAT MAY BE DEEMED AS A SALE OF THE BONDS (OR BENEFICIAL INTERESTS THEREIN) IN TÜRKİYE BY WAY OF PRIVATE PLACEMENT OR PUBLIC OFFERING MAY BE ENGAGED IN. PURSUANT TO ARTICLE 15(d) (ii) OF DECREE 32, THERE IS NO RESTRICTION ON THE PURCHASE OR SALE OF THE BONDS (OR BENEFICIAL INTERESTS THEREIN) BY RESIDENTS OF TÜRKİYE, PROVIDED THAT THEY PURCHASE OR SELL SUCH BONDS (OR SUCH BENEFICIAL INTERESTS) IN THE FINANCIAL MARKETS OUTSIDE TÜRKİYE ON AN UNSOLICITED (REVERSE INQUIRY) BASIS AND SUCH SALE OR PURCHASE IS MADE THROUGH BANKS AUTHORISED BY THE BRSA AND/OR LICENSED BROKERAGE INSTITUTIONS PURSUANT TO CMB REGULATIONS AND THE PURCHASE PRICE OF THE BONDS IS TRANSFERRED ABROAD THROUGH SUCH LICENSED BANKS. THE ISSUE OF THE BONDS AND THE ISSUANCE CERTIFICATE RELATING TO THE BONDS WERE APPROVED BY THE CMB AS PER THE RELEVANT CMB LETTER. NEITHER THE JOINT GLOBAL COORDINATORS, NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY PERSON ACTING ON THEIR BEHALF, HAS ENGAGED OR WILL ENGAGE ANY DIRECTED SELLING EFFORTS WITHIN TÜRKİYE IN CONNECTION WITH THE BONDS. NEITHER THE JOINT GLOBAL COORDINATORS NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY PERSON ACTING ON THEIR BEHALF AFFILIATES HAS ENGAGED OR WILL ENGAGE IN ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING IN CONNECTION WITH ANY OFFER AND SALE OF THE BONDS IN TÜRKİYE.

ANY DECISION TO PURCHASE ANY OF THE SECURITIES SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE COMPANY'S AND THE GUARANTOR'S PUBLICLY AVAILABLE INFORMATION AND THE TERMS OF THE SECURITIES. NEITHER THE JOINT GLOBAL COORDINATORS 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 COMPANY'S AND THE GUARANTOR'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE ISSUE DATE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY, THE GUARANTOR OR THE JOINT GLOBAL COORDINATORS 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.

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

EACH OF THE COMPANY, THE GUARANTOR, THE JOINT GLOBAL COORDINATORS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO

UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

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