COCA-COLA
ENTERPRISES,
COCA-COLA
IBERIAN
PARTNERS
AND
COCA-COLA
ERFRISCHUNGSGETRÄNKE
AG TO FORM COCA-COLA
EUROPEAN
PARTNERS
Merger
Will Create
the World’s
Largest Independent
Coca-Cola
Bottler Based
on
Net
Revenues
| · | Combines
bottling operations of
Coca-Cola
Enterprises,
Coca-Cola Iberian
Partners
and Coca-Cola
Erfrischungsgetränke
AG into a new
Western European
bottler,
serving over
300 million
consumers
across
13 countries |
| · | Combined
company
pro forma 2015
expected
annual net revenues
of approximately
$12.6 billion
and EBITDA
of $2.1
billion |
| · | Enhances
the Coca-Cola
system
to more effectively
compete and drive
growth across
developed
European
markets
with a
world-class
production, sales
and distribution platform |
| · | Coca-Cola
European
Partners
is expected
to realize
annual run-rate
pre-tax synergies
of approximately
$350-375
million
within three
years
of closing |
| · | Coca-Cola
Enterprises’
shareowners
to own 48%,
Coca-Cola
Iberian
Partners’
shareowners
to own
34% and
The Coca-Cola
Company to
own 18%
of Coca-Cola
European Partners’
shares
on a fully
diluted
basis |
| · | Coca-Cola
Enterprises’ shareowners to receive one share of Coca-Cola European Partners and a one-time cash payment of $14.50 per share |
| · | Coca-Cola
European
Partners
will
be publicly
traded on the
Euronext Amsterdam,
the New
York Stock
Exchange
and the
Madrid Stock
Exchange |
| · | Investment
community
conference
call
at 8:30
a.m. EDT,
1:30 p.m.
BST and 2:30
p.m. CEST |
ATLANTA and MADRID,
Aug. 6, 2015
– Coca-Cola Enterprises, Inc.
(“CCE”) (NYSE: CCE) (Euronext
Paris: CCE), Coca-Cola Iberian
Partners
SA (“CCIP”) and
Coca-Cola Erfrischungsgetränke
AG (“CCEAG”),
a wholly owned
subsidiary of The
Coca-Cola
Company
(NYSE: KO), today announced
they have agreed
to combine
their businesses
into a new
company
to be called
Coca-Cola
European
Partners Plc., in a
transformational
transaction that will
create the world’s
largest independent
Coca-Cola bottler based on net
revenues. Through
a world-class production,
sales and distribution platform for the
Coca-Cola
system in Western
Europe,
Coca-Cola European Partners will be positioned
to deliver
superior execution and
customer
service,
driving
long-term value creation
for shareowners.
Strategically
Positioned to Capture Growth
With
more than
50 bottling
plants
and
approximately
27,000
associates,
Coca-Cola
European
Partners
will serve
a consumer
population
of over
300 million
in 13 countries
across
Western
Europe,
including
Andorra,
Belgium,
France,
Germany,
Great Britain,
Iceland,
Luxembourg,
Monaco,
Norway,
Portugal,
Spain,
Sweden
and
the
Netherlands.
The combined
company
will operate
in the
four
largest
markets
for nonalcoholic
ready-to-drink
beverages
in Western
Europe
– Germany,
Spain,
Great
Britain
and
France.
Once combined,
Coca-Cola European Partners will
leverage and
build on the best
practices from each respective market and bottler to improve
service to customers and consumers
through
a more consistent
strategy for 
product development and market execution across Western
Europe. The
increased scale and flexibility of
Coca-Cola European
Partners’ broader
European geographic
footprint will allow
it to compete more effectively across nonalcoholic beverage
categories.
Coca-Cola European
Partners is expected
to generate substantial
synergies,
including supply
chain benefits and operating efficiencies. These
synergies are expected to result in realized annual
run-rate
pre-tax
savings of approximately $350-375 million within three years of
closing. The new company’s
synergies will also position
it for increased
investment
in sales and customer-facing activities
to drive
incremental
top-line and
profit growth over
the long
term.
Coca-Cola
European
Partners
will combine
the
unique
market knowledge
of CCE,
CCIP and
CCEAG,
enabling
increased
coordination
and innovation
to better
serve
customers
and consumers
at a
local level
in each market.
As a larger
and more
diverse
company,
Coca-Cola
European
Partners
will
continue
to invest,
employ,
manufacture
and distribute
locally,
maintaining
a strong
commitment
to the
economic
and social
well-being
of each
community
it serves.
“The
creation
of a
larger,
unified
Coca-Cola
bottling
partner
in Western
Europe
represents
an important
step
in our
global
system’s
evolution,”
said Muhtar
Kent,
Chairman
and
Chief Executive
Officer
of The
Coca-Cola
Company.
“We
continue
to adapt
our business
model to innovate,
invest
and grow
along
with the changing
demands
of the
marketplace.
With
the strong
leadership
that
will
be assembled
from
across
the
three
organizations,
Coca-Cola European
Partners
will
be well-positioned
to deliver
better and
more effective
service
to customers
throughout
Western
Europe
and
drive
profitable
growth
across
multiple
beverage
categories.”
Sol
Daurella,
Executive
Chairwoman of Coca-Cola Iberian Partners, added, “In 2013, we
combined our
family-owned Iberian
Coca-Cola bottlers with
over 60 years
of history to better
serve
our customers and consumers.
Our Iberian
shareowners
see today’s announcement as an important step to further
develop and optimize our offerings
in Western
Europe.
As the single-largest
shareowner
in this new business we will play a strong
strategic role in Coca-Cola
European
Partners, while
continuing to be
close to our
country, business,
local consumers and
customers.
Combining our
unique expertise
in the on-premise channels,
targeted marketing experience and operational excellence with
the skills of CCE and CCEAG, together we will drive growth
in Western Europe.”
“The
creation
of Coca-Cola
European
Partners
will build
on each
bottler’s
capabilities
to create
more efficient
operations
in their
respective
markets
across
Western
Europe,”
said
John
Brock, Chairman
and
Chief
Executive
Officer
of Coca-Cola
Enterprises.
“We
look forward
to bringing
together
our world-class
supply chain
and
sales
team
with the
distinct
strengths
offered
by CCIP and
CCEAG to
capture
additional
growth
opportunities
in each
market.
This transaction
offers
clear synergies,
along with
the scale
to better
serve the
needs
of our
customers and
consumers
in Western
Europe,
to become
an even
stronger
partner
to The
Coca-Cola
Company
and create
increased
value
for CCE’s
shareowners.”
Management
and Governance
Ms.
Daurella
will become
Chairwoman
of Coca-Cola
European
Partners
and
Mr. Brock
will become
Chief
Executive
Officer.
Both
will be
members
of the
Board
of Directors.
Damian Gammell,
currently
Beverage Group President
and CEO
of Anadolu Efes and a previous Chief Executive Officer of
CCEAG, will
join CCE as Chief
Operating
Officer
in autumn 2015 and become
Chief Operating Officer of Coca-Cola European
Partners upon
closing. Manik
(“Nik”) Jhangiani,
currently the Chief
Financial
Officer of CCE, will become
Coca-Cola
European
Partners’
Chief Financial Officer and
Víctor Rufart,
currently General
Manager of
CCIP, will become
Chief Integration Officer. Other members of the new executive team will be announced before the closing
of the
transaction.
Along
with Ms.
Daurella
and
Mr. Brock,
the
initial Board
of Directors
of Coca-Cola
European
Partners
will consist
of 15
additional
members,
with the
majority of
the Board
being independent,
non-executive
directors.
Coca-Cola
European
Partners
will be
incorporated
in the
United
Kingdom,
one
of its largest
markets,
with its headquarters
in London.
The combined
company
will
be publicly
traded
with listings
on the Euronext
Amsterdam,
the New
York Stock
Exchange
and the
Madrid
Stock Exchange.
Transaction
Structure
At closing,
Coca-Cola
Iberian
Partners
and
The
Coca-Cola
Company
will own
34% and
18%
of the
combined
company,
respectively,
with CCE
shareowners
owning
48% on
a fully
diluted
basis. CCE
shareowners
will receive,
for each
CCE share
held, one
share of
Coca-Cola European
Partners
and a one-time
cash
payment
of $14.50
per share.
The
aggregate
one-time
cash payment
of approximately
$3.3 billion
will be
funded
by the
new company
using newly
issued debt.
On a pre-synergy, pro forma basis, for 2015 the combined
company’s annual net revenues are expected
to be approximately $12.6 billion with
$2.1 billion of EBITDA and $1.6 billion of operating
income with a volume of
2.5 billion unit
cases.
Coca-Cola
European
Partners’ effective tax rate
is expected to be in a range of 26 to 28%.
The
combined company
is expected to have
a 2015 pro forma net debt
to EBITDA
ratio of approximately 3.5x, and given anticipated cash flows, is expected
to de-lever
to approximately 2.5x by
year-end 2017.
Coca-Cola European
Partners is fully
committed
to an investment- grade rating and
intends to operate within a 2.5x-3.0x net debt to EBITDA
ratio longer
term. It
intends to distribute dividends per share
in the
range of approximately 30 to 40% of net
income over
time, to be determined by its Board of
Directors.
The
Coca-Cola
Company
expects
to account
for its stake
under
the
equity
method
of accounting
and
expects
the merger
to be
slightly
accretive
to 2016
comparable
EPS.
In support
of this
growth
plan,
The
Coca-Cola
Company
and
Coca-Cola
European
Partners
will enter
into a
new 10-year
bottling
agreement
with an
option to
renew for
an additional
10-year
period.
There
will be
an initial
four-year
incidence pricing
agreement,
extending
economic
terms currently
in place
in each
respective
territory.
Approvals
The
Boards
of Directors
of Coca-Cola
Enterprises,
Coca-Cola
Iberian
Partners
and
The Coca-Cola
Company
have
approved
the
transaction.
The proposed
merger
is subject
to approval
by CCE's shareowners,
receipt of regulatory
clearances
and other
customary
conditions.
The
merger
is expected
to close
in the
second
quarter
of 2016.
Advisers
Deutsche
Bank acted
as exclusive
financial
adviser
to The Coca-Cola
Company.
Cleary Gottlieb
Steen
& Hamilton
LLP acted
as legal
counsel
to The Coca-Cola
Company,
and Skadden,
Arps, Slate,
Meagher
& Flom
LLP
acted
as tax
counsel
to The Coca-Cola
Company.
Lazard
acted
as lead
financial
adviser
to CCE and
Cahill Gordon
& Reindel LLP
and Slaughter
and May served
as legal
counsel
to the
company.
Credit Suisse
acted
as financial
adviser
to the Franchise
Relationship
Committee
(FRC) of
the
Board
of Directors
of CCE;
Clay
Long Esq.
and Baker
Hostetler
LLP served
as legal
counsel
to the
FRC.
Rothschild acted
as exclusive financial adviser
to Coca-Cola
Iberian Partners.
Allen & Overy LLP and Uria
Menendez
served as
legal
counsel
to Coca-Cola
Iberian Partners.
Investor
Conference Call
Details
All
three parties
will host
a conference
call
with
investors
to discuss
the
announcement
at 8:30
a.m. EDT,
1:30
p.m.
BST and
2:30
p.m.
CEST.
We invite
investors
to listen
to the
live audiocast
of the
conference
call
at either
www.thecoca-colacompany.com
or http://www.cokecce.com
in the
“Investors”
section.
Further,
a supplemental
presentation
providing
additional
details
pertaining
to the
transaction
and
addressing
financial
modeling
related questions
is posted
in the
“Investors”
section
of CCE’s website.
| Contacts Media
The Coca-Cola Company
Kent Landers
T +01.404.676.2683
Coca-Cola Enterprises, Inc.
Fred Roselli
T +01.678.260.3421
Coca-Cola Iberian Partners
Fernando Amenedo / Rosa Yagüe
T +34.915765250
Coca-Cola Erfrischungsgetränke AG
Patrick Kammerer
T +49.30.22606.9800 |
Investors and Analysts
The Coca-Cola Company
Tim Leveridge
T +01.404.676.7563
Coca-Cola Enterprises, Inc.
Thor Erickson
T +01.678.260.3110
Coca-Cola Iberian Partners
Albert Perez
T +34.915765250 |
About
Coca-Cola Enterprises
Coca-Cola Enterprises,
Inc. is the leading Western European marketer, producer, and distributor of nonalcoholic
ready-to-drink beverages and one
of the world’s
largest
independent
Coca-Cola bottlers. CCE
is the sole licensed bottler for
products of The
Coca-Cola Company
in Belgium, continental
France, Great Britain, Luxembourg, Monaco,
the Netherlands, Norway, and Sweden.
CCE operates with a local focus and has 17 manufacturing
sites across Europe, where the
company
manufactures nearly 90
percent of its products
in the markets in
which they are
consumed. Sustainability
is core to CCE’s business, and the company has been
recognized by leading organizations
in North America and
Europe for
its progress in water
use reduction,
carbon
footprint
reduction, and recycling
initiatives.
For more information about
CCE, please visit www.cokecce.com and follow the company on Twitter
at @cokecce.
About
Coca-Cola Iberian
Partners
Coca-Cola Iberian Partners is the bottling partner of The Coca-Cola
Company for
Spain, Portugal and Andorra.
Coca-Cola
Iberian Partners is
responsible
for meeting the demand for The
Coca-Cola
Company’s products at
every stage: manufacturing, packaging, distribution and management of the different
client channels.
Coca-Cola
Iberian Partners, with
a staff of 4,380 employees, distributes products to
Spain,
Portugal and Andorra,
serves 396,000
clients and
reaches more than 55 million consumers.
Coca-Cola Iberian Partners markets 17 different brands with 81
products. It has eight soft drink manufacturers, one of concentrated juice and
six natural mineral water
springs in operation.
For further
information please visit: www.cocacolaiberianpartners.com.
About
Coca-Cola
Erfrischungsgetränke
AG
Coca-Cola
Erfrischungsgetränke
AG (CCEAG)
is the largest
German
beverage
company
with a sales
volume
of 3.8
billion
liters (2014).
As a
franchisee
of The
Coca-Cola
Company
(Atlanta), CCEAG
is in charge
of bottling
as well
as sales
and
distribution
of Coca-Cola
branded
products
in Germany.
CCEAG serves
around
400,000
trade and
horeca
customers
and employs
around
9,500
people.
The beverages
are bottled
at more
than
20 production
plants.
About
The Coca-Cola
Company
The
Coca-Cola Company
(NYSE: KO)
is the world's
largest beverage
company,
refreshing
consumers with more than 500 sparkling and still brands. Led
by Coca-Cola, one
of the world's most valuable and recognizable brands, our Company's portfolio features 20 billion-dollar brands including
Diet Coke, Fanta, Sprite, Coca-Cola
Zero, vitaminwater, Powerade, Minute Maid, Simply,
Georgia
and Del
Valle. Globally, we
are the No. 1
provider of sparkling beverages,
ready-to-drink
coffees, and juices and juice
drinks. Through the world's
largest beverage distribution system, consumers in more
than 200 countries enjoy our
beverages at a
rate of
1.9 billion servings
a day. With an enduring
commitment
to building
sustainable
communities, our
Company
is focused on initiatives that reduce our
environmental
footprint,
support active, healthy
living,
create a safe,
inclusive work
environment
for our associates, and enhance
the economic development of the
communities where we operate. Together with
our bottling partners, we rank among the world's top 10
private employers with more than 700,000
system
associates. For more
information, visit Coca-Cola Journey at www.coca-
colacompany.com,
follow us on Twitter
at twitter.com/CocaColaCo, visit
our blog, Coca-Cola
Unbottled, at www.coca-colablog.com or find us on LinkedIn at www.linkedin.com/company/the-coca-cola-company.
Forward-Looking
Statements
This
communication may contain
statements,
estimates
or projections that constitute “forward-looking
statements”
as defined under U.S. federal securities
laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “plan,” “seek,” “may,” “could,” “would,” “should,” “might,” “will,” “forecast,” “outlook,” “guidance,” “possible,” “potential,” “predict”
and similar expressions identify forward-looking statements, which
generally are not historical in
nature. Forward-looking statements
are subject to
certain risks
and uncertainties that could
cause actual results to differ materially from The Coca-Cola
Company’s (“KO”), Coca-Cola
Enterprises, Inc.’s
(“CCE”)
or Spark Orange Limited’s (“CCEP”)
historical
experience
and their respective
present
expectations or projections, including
expectations
or projections with respect to the transaction.
These risks include,
but are not limited to,
obesity
concerns; water scarcity and
poor quality;
evolving consumer
preferences;
increased competition
and capabilities
in the marketplace; product
safety and
quality
concerns;
perceived
negative
health consequences
of certain
ingredients,
such as non-nutritive
sweeteners
and biotechnology-derived
substances, and of other substances
present in their
beverage products or
packaging materials; increased
demand for food products
and decreased agricultural productivity;
changes in the retail landscape
or the loss
of key retail
or foodservice
customers;
an inability to expand
operations in emerging or developing markets; fluctuations in foreign
currency
exchange rates; interest rate
increases; an inability to maintain
good relationships with their partners;
a deterioration in their
partners’ financial
condition; increases
in income tax rates,
changes in
income tax
laws or unfavorable resolution of tax matters; increased or new indirect taxes in the United States
or in other tax jurisdictions; increased cost,
disruption
of supply
or shortage
of energy or fuels; increased
cost, disruption of supply
or shortage
of ingredients, other raw materials or
packaging materials;
changes in laws
and regulations relating to beverage
containers
and packaging;
significant
additional labeling
or warning requirements or limitations
on the availability
of their respective products;
an inability to protect their respective
information
systems against service
interruption, misappropriation
of data or breaches
of security;
unfavorable
general
economic
or political
conditions in the United States, Europe or
elsewhere; litigation or legal
proceedings; adverse weather
conditions;
climate
change; damage to their respective
brand images
and corporate reputation from negative
publicity,
even if unwarranted, related to product
safety or quality,
human and workplace rights,
obesity or
other issues;
changes in, or failure to
comply with, the laws
and regulations applicable to their respective
products or
business
operations;
changes in accounting standards;
an inability to achieve their respective overall long-term
growth
objectives;
deterioration
of global credit market conditions;
default by or failure of one or more of
their respective
counterparty financial institutions;
an inability to timely implement their previously
announced
actions to reinvigorate
growth, or to realize the
economic benefits they anticipate from these actions; failure
to realize
a significant
portion of the anticipated
benefits
of their respective strategic relationships, including (without limitation) KO’s relationship with Keurig Green Mountain, Inc. and Monster Beverage
Corporation;
an inability to renew
collective bargaining
agreements on satisfactory terms,
or they or their respective
partners experience
strikes, work stoppages
or labor unrest; future impairment
charges; multi-employer
plan withdrawal liabilities
in the future;
an inability to successfully manage the
possible
negative
consequences of their respective productivity initiatives;
global or regional
catastrophic
events; risks
and uncertainties relating to the transaction, including the risk that the
businesses will
not be integrated successfully
or such integration may be more
difficult, time-
consuming or
costly than expected, which
could result in
additional
demands
on KO’s
or CCEP’s resources,
systems, procedures
and controls,
disruption
of its ongoing
business
and diversion of management’s
attention from other
business
concerns, the possibility that
certain
assumptions with respect to CCEP
or the transaction
could prove to
be inaccurate, the failure to receive,
delays in the receipt of,
or unacceptable
or burdensome
conditions imposed in
connection with,
all required regulatory
approvals
and the
satisfaction
of the closing
conditions to the transaction, the potential failure
to retain
key employees
of CCE, Coca-Cola Iberian Partners, S.A.’s (“CCIP”)
as a result
of the
proposed transaction or
during integration of the businesses
and disruptions resulting from the
proposed transaction, making it more difficult to maintain
business relationships;
and other risks
discussed in KO’s
and CCE’s filings with the Securities
and Exchange
Commission (the “SEC”), including their respective Annual Reports
on Form
10-K for the
year ended
December 31, 2014,
subsequently filed Quarterly
Reports
on Form
10-Q and Current Reports on
Form 8-K, which filings
are available from the SEC. You
should not place
undue reliance
on forward-looking
statements, which
speak only as of the
date they
are made. None
of KO, CCE, CCIP or
CCEP undertakes
any obligation to
publicly
update or revise
any forward-looking statements, whether as a
result of new information, future
events, or otherwise. None of
KO, CCE, CCIP
or CCEP assumes responsibility for the
accuracy and
completeness
of any forward-looking
statements. Any or all of the forward-looking statements
contained
in this filing
and in any other of their respective
public statements may prove to
be incorrect.
Important
Additional
Information
and Where
to Find It
This
communication
does not
constitute
an offer
to sell or the
solicitation
of an
offer
to buy
any securities
or a
solicitation
of any vote
or approval.
In
connection with the proposed transaction, CCEP will file with the SEC
a registration statement
on Form F-4 that will include
a preliminary proxy statement/prospectus regarding the proposed transaction. After the
registration statement
has been
declared
effective by the SEC,
a definitive proxy
statement/prospectus will
be mailed to
CCE’s
stockholders in connection with the proposed transaction. INVESTORS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE
TRANSACTION FILED WITH
THE SEC WHEN
THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED
TRANSACTION. You may obtain
a copy of the
proxy statement/prospectus (when
available) and
other related
documents filed
by KO, CCE
or CCEP with the SEC regarding the proposed transaction
as well
as other filings
containing information, free of
charge, through the website maintained
by the SEC at www.sec.gov,
by directing
a request to KO’s Investor Relations
department at (404)
676-2121, or to
CCE’s Investor Relations
department
at (678)
260-3110, Attn:
Thor Erickson
– Investor Relations. Copies
of the proxy
statement/prospectus
and the filings with the SEC that will
be incorporated
by reference in the proxy
statement/prospectus
can also be obtained, when available, without
charge, from KO’s website
at
www.coca-colacompany.com
under the
heading “Investors”
and CCE’s website
at www.cokecce.com
under the
heading “Investors.”
Participants
in Solicitation
KO,
CCE and CCEP
and their
respective
directors,
executive officers
and certain
other
members
of management
and employees
may be deemed
to be participants
in the
solicitation
of proxies
in favor
of the proposed
merger.
Information
regarding
the persons
who may,
under the
rules of
the SEC,
be considered
participants
in the solicitation
of proxies
in favor
of the
proposed merger
will be set
forth
in the proxy
statement/prospectus
when
it is
filed
with the
SEC. You
can find
information
about KO’s
and CCE’s
directors
and executive
officers
in their
respective
definitive
proxy
statements
filed with
the SEC
on March 12,
2015, and
March 11, 2015,
respectively.
You can obtain
free
copies of these
documents from
KO and
CCE, respectively,
using the
contact
information
above.
Information
regarding
CCEP’s
directors
and executive
officers
will be available
in the proxy
statement/prospectus
when
it is
filed with
the SEC.
No
Profit Forecast
No
statement in this
announcement is intended to
constitute
a profit
forecast for any period,
nor should
any statements
be interpreted to mean that revenues, EBITDA,
earnings per share or any other metric will
necessarily
be greater or less than those for the relevant
preceding financial
periods for CCE, CCIP, Coca-Cola Erfrischungsgetränke AG (“CCEAG”)
or CCEP, as appropriate. No statement in this
announcement
constitutes
an asset valuation.
Subject
to its
legal and
regulatory
obligations,
neither
CCEP, nor
any of
its agents,
employees
or advisors
intends
or has
any duty
or obligation
to supplement,
amend,
update
or revise
any of the
statements
contained
in this
document to
reflect
any change in
expectations
with
regard
thereto
or any change
in events,
conditions
or circumstances
on which
any statement
is based.
In no circumstances
shall the provision
of this
document
imply
that
no negative
change may
occur in
the business
of CCE,
CCIP,
CCEAG or CCEP,
as appropriate,
after
the date
of provision
of this
document,
or any
date of
amendment and/or
addition
thereto.
This
document is not
a prospectus for the
purposes
of the Prospectus Directive.
A prospectus prepared
pursuant to the Prospectus
Directive is intended to
be published, which, when
published, will
be available from
CCEP at its registered office.
Investors should
not subscribe for any securities referred to
in this
document
except on the basis of information
contained in the prospectus. The
expression “Prospectus
Directive” means
Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the
extent implemented in
any relevant Member State)
and includes
any relevant implementing measure in the relevant Member State. Any offer
of securities to the
public
that may be
deemed to be made
pursuant to this
communication in
any EEA Member State that has
implemented the Prospectus Directive is addressed
solely
to qualified investors (within the meaning of the Prospectus Directive) in that Member State.
NOT
FOR RELEASE,
PUBLICATION
OR DISTRIBUTION,
IN WHOLE
OR IN PART,
IN, INTO
OR FROM ANY
JURISDICTION
WHERE TO
DO SO
WOULD CONSTITUTE
A VIOLATION
OF THE RELEVANT
LAWS OR
REGULATIONS
OF SUCH
JURISDICTION.
###
