IMPORTANT NOTICE
This Offer to Purchase contains important information that Holders are urged to read before any decision is made with respect to a tender of Existing Notes
pursuant to the Offers. Holders must make their own decision as to whether to tender any of their Existing Notes pursuant to the Offers, and if so, the
principal amount of Existing Notes to tender. Holders should consult their own tax, accounting, financial and legal advisors as they deem appropriate
regarding the suitability of the tax, accounting, financial and legal consequences of participating or declining to participate in the Offers.
Tenders of Existing Notes may be validly withdrawn at or prior to the Withdrawal Deadline, but may not be withdrawn thereafter, except to the extent set
forth below or as required by law. If an Offer is extended, the Withdrawal Deadline with respect to such Offer will be extended to the earlier of the
Expiration Date (as extended) and (ii) the tenth (10th) business day after the Commencement Date (as specified herein). Tenders of Existing Notes of a
Series may also be validly withdrawn if the relevant Offer has not been consummated within sixty (60) business days after the Commencement Date.
The Company expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Existing Notes that remain outstanding after
the expiration of the Offers through open-market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on
terms that may or may not be equal to the consideration offered in the Offers for the Existing Notes, or to exercise any of its rights under the documents
governing the Existing Notes. See “Risk Factors and Other Considerations.”
In the Offer Documents, the term “business day” means any day other than a Saturday or Sunday or any other day on which banking institutions are generally
authorized or obligated by law or regulation to close in New York City.
NONE OF THE COMPANY, THE DEALER MANAGER, THE TENDER AND INFORMATION AGENT OR THE FISCAL AGENTS (AS DEFINED HEREIN) EXPRESSES ANY OPINION ABOUT THE TERMS OF
THE OFFER TO PURCHASE OR MAKES ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF SUCH
HOLDER’S EXISTING NOTES, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER
TO TENDER EXISTING NOTES, AND, IF SO, THE PRINCIPAL AMOUNT OF EXISTING NOTES TO TENDER.
Because only registered holders of Existing Notes may tender Existing Notes, beneficial owners of Existing Notes must instruct the broker, dealer,
commercial bank, trust company or other nominee that holds Existing Notes on their behalf to tender Existing Notes on such beneficial owners’ behalf.
DTC has authorized DTC participants that hold Existing Notes on behalf of beneficial owners of Existing Notes through DTC to tender their Existing Notes
as if they were Holders.
All of the USD Notes are held in book-entry form through the facilities of DTC. All of the GBP Notes are held in book-entry form through the facilities of
Euroclear or Clearstream. If you desire to tender USD Notes held through DTC, you must transfer such USD Notes through DTC’s Automated Tender Offer
Program (“ATOP”) to the Tender and Information Agent in accordance with the procedures described in
“The Offers—Procedures for Tendering Notes—How to Tender USD Notes Held Through DTC.” Delivery of the Agent’s Message (as defined herein) by DTC
will satisfy the terms of the Offer for the USD Notes. Accordingly, a Holder tendering USD Notes through ATOP does not need to complete a letter of
transmittal. If you desire to tender GBP Notes held through Euroclear or Clearstream, you must comply with the procedures described in
“The Offers—Procedures for Tendering Notes—How to Tender Existing Notes Held Through Euroclear or Clearstream.”
If a Holder wishes to tender Existing Notes in either Offer and the Holder’s Existing Notes are not immediately available or the Holder cannot deliver such
Existing Notes to the Tender and Information Agent prior to the Expiration Date, or the Holder cannot complete the procedures for book-entry transfer on a
timely basis or if time will not permit all required documents to reach the Tender and Information Agent before the Expiration Date, such tender may be
effected by using the guaranteed delivery procedure specified in “The Offers—Procedures for Tendering Existing Notes—Guaranteed Delivery Procedures,”
including delivery of a Notice of Guaranteed Delivery (as defined herein). We refer to this Offer to Purchase and the Notice of Guaranteed Delivery
(as defined herein), together as the “Offer Documents.”
Beneficial owners of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing
Notes when such intermediary would need to receive instructions from a beneficial owner of Existing Notes in order for that beneficial owner to be able
to participate in, or withdraw their instruction to participate in an Offer by the deadlines specified in this Offer to Purchase. The deadlines set by
any such intermediary, DTC, Euroclear and Clearstream for the submission and withdrawal of tender instructions will be earlier than the relevant
deadlines specified in this Offer to Purchase.
A beneficial owner of Existing Notes tendered by tendering Holders will not be obligated to pay brokerage fees or commissions to the Dealer Manager,
the Tender and Information Agent, the fiscal agent with respect to the relevant Series (the “Fiscal Agents”) or the Company. Beneficial owners whose
Existing Notes are registered in the name of a nominee must contact such nominee to ascertain whether such beneficial owner will be charged a fee by the
nominee for tendering its Existing Notes.
No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Offer to Purchase,
and, if given or made, such information or representation may not be relied upon as having been authorized by the Company, the Tender and Information Agent,
the Dealer Manager or the Fiscal Agents.
None of the Dealer Manager, the Tender and Information Agent or the Fiscal Agents has independently verified, makes any representation or warranty, express or
implied, regarding, or assumes any responsibility for, the accuracy or adequacy of the information provided herein. The Fiscal Agents will conclusively
rely on the results of the Offers as reported by the Tender and Information Agent and us, and the Fiscal Agents will have no liability in connection
therewith.
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