TIDM34JI
RNS Number : 3105A
SMBC Nikko Capital Markets Limited
19 January 2024
POST-STABILISATION ANNOUNCEMENT
Date: 19 January 2024
Not for the distribution, directly or indirectly in or into the
United States or India or any jurisdiction in which such
distribution would be unlawful.
REC Limited
Post - Stabilisation Notice
Further to the pre-stabilisation period announcement dated 4
January 2024, SMBC Nikko Capital Markets Limited ("SMBC Nikko")
(contact: Stephen Apted, +44 20 4507 5017) hereby gives notice that
no stabilisation was undertaken by the Stabilising Manager named
below in relation to the offer of the following securities.
The Securities:
Issuer: REC Limited
-----------------------------------
Aggregate Nominal Amount: JPY 61,100,000,000
-----------------------------------
Description: JPY 31,000,000,000 1.76 per
cent. Notes due 2029 ("5-year
Notes");
JPY 27,400,000,000 1.41 per
cent. Notes due 2029 ("5.25-year
Notes"); and
JPY 2,700,000,000 2.20 per cent.
Notes due 2034 ("10-year Notes")
Senior Unsecured, Reg S only
(Category 1)
Green Notes
English law
Listing: Global Securities Market
of the India INX; and NSE IFSC
ISIN Codes:
5-year Notes: XS2732247189
5.25-year Notes: XS2732247346
10-year Notes: XS2732247858
-----------------------------------
Offer price: 5-year Notes: 100.00 per cent
5.25-year Notes: 98.103 per
cent.
10-year Notes: 100.00 per cent.
-----------------------------------
Stabilisation:
-----------------------------------
Stabilising manager(s): SMBC Nikko, 100 Liverpool Street,
London EC2M 2AT
-----------------------------------
Stabilisation started on: N/A (no stabilisation occurred)
-----------------------------------
Stabilisation last occurred: N/A (no stabilisation occurred)
-----------------------------------
This announcement is for information purposes only and does not
constitute an invitation or offer to underwrite, subscribe for or
otherwise acquire or dispose of any securities of the Issuer in any
jurisdiction.
This announcement is not for distribution, directly or
indirectly, in or into the United States or India or any other
jurisdiction in which such distribution would be unlawful.
This announcement and the offer of the securities to which it
relates are only addressed to and directed at persons outside the
United Kingdom ("UK") and persons in the UK who have professional
experience in matters related to investments or who are high net
worth persons within article 12(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 and must not be
acted on or relied on by other persons in the UK.
In addition, if and to the extent that this announcement is
communicated in, or the offer of the securities to which it relates
is made in, any EEA Member State before the publication of a
prospectus in relation to the securities which has been approved by
the competent authority in that Member State in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") (or which
has been approved by a competent authority in another Member State
and notified to the competent authority in that Member State in
accordance with the Prospectus Regulation), this announcement and
the offer are only addressed to and directed at persons in that
Member State who are qualified investors within the meaning of the
Prospectus Regulation (or who are other persons to whom the offer
may lawfully be addressed) and must not be acted on or relied on by
other persons in that Member State.
If and to the extent that this announcement is communicated in,
or the offer of the securities to which it relates is made in, the
UK before the publication of a prospectus in relation to the
securities which has been approved by the competent authority in
the UK in accordance with the Prospectus Regulation, as it forms
part of domestic law by virtue of the European Union Withdrawal Act
2018 (the "UK Prospectus Regulation"), this announcement and the
offer are only addressed to and directed at persons in the UK who
are qualified investors within the meaning of the UK Prospectus
Regulation (or who are other persons to whom the offer may lawfully
be addressed) and must not be acted on or relied on by other
persons in the UK.
Singapore SFA Product Classification - in connection with
Section 309B of the Securities and Futures Act 2001 of Singapore,
as modified or amended from time to time (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018
of Singapore (the "CMP Regulations 2018"), the Issuer has
determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the securities are prescribed
capital markets products (as defined in the CMP Regulations 2018)
and are Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendation on Investment Products).
This communication does not constitute any offering of the
securities referenced or any securities in Japan. The securities
referenced have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Act No. 25 of
1948, as amended, the "FIEA") and, accordingly, such securities
referenced will not be offered or sold directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan or to
others for re-offering or resale, directly or indirectly, in Japan
or to any resident of Japan except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with
the FIEA and other relevant laws and regulations of Japan. As used
in this paragraph, "resident of Japan" means any person resident in
Japan, including any corporation or other entity organised under
the laws of Japan.
This announcement does not and should not be considered as an
advertisement, invitation, offer, sale or solicitation of an offer
to subscribe for or purchase any securities, whether by way of
private placement or to the public in India within the meaning of,
the Indian Companies Act, 2013, as amended from time to time, and
other applicable securities laws of India nor shall it or any part
of it form the basis of or be relied on in connection with any
contract, commitment or any investment decision in relation thereto
in India. The securities will not be offered or sold, and have not
been offered or sold in India by means of any offering document or
other document or material relating to the securities, directly or
indirectly, to any person or to the public in India. This
communication or any offering memorandum or prospectus (or
equivalent disclosure document) produced in connection with the
offering of securities is not an offer document or an offering
circular or a "private placement offer cum application letter" or a
"prospectus" under the Indian Companies Act, 2013, as amended from
time to time, the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended
from time to time, or any other securities or other applicable laws
in India and no such document will be circulated or distributed to
any person in India. This announcement has not been and will not be
filed as a "prospectus" or a statement in lieu of prospectus in
respect of a public offer, information memorandum, placement
memorandum or "private placement offer cum application letter" or
general information document or key information document or any
other offering material with any registrar of companies in India,
the Reserve Bank of India, the Securities and Exchange Board of
India, the International Financial Services Centres Authority or
any other statutory or regulatory body of like nature in India,
save and except for any information relating to the securities
which is mandatorily required to be disclosed or filed in India
under any applicable Indian laws, including, but not limited to,
the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time, and under
the listing agreements with any Indian stock exchanges pursuant to
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to
time, or pursuant to the directives of any statutory, regulatory
and adjudicatory body in India.
Each securityholder shall be deemed to confirm that if they
purchase any securities and while they hold any securities, they
are (i) residents of a FATF Compliant Country or an IOSCO Compliant
Country (each, as defined below), (ii) multilateral and regional
financial institutions where India is a member country; (iii)
foreign branches or subsidiaries of Indian banks in the case of
securities denominated in foreign currency as permitted under the
Indian external commercial borrowings regulations and other
applicable laws.
A "FATF Compliant Country" is a country that is a member of
Financial Action Task Force ("FATF") or a member of a FATF style
regional body and should not be a country identified in the public
statement of the FATF as (a) a jurisdiction having a strategic
anti-money laundering or combating the financing of terrorism
deficiencies to which counter measures apply; or (b) a jurisdiction
that has not made sufficient progress in addressing the
deficiencies or has not committed to an action plan developed with
the FATF to address the deficiencies.
An "IOSCO Compliant Country" is a country whose securities
market regulator is a signatory to the International Organisation
of Securities Commission's (IOSCO's) Multilateral Memorandum of
Understanding (Appendix A Signatories) or a signatory to bilateral
Memorandum of Understanding with SEBI for information sharing
arrangements.
This announcement is not an offer of securities for sale in or
into the United States. The securities have not been, and will not
be, registered under the United States Securities Act of 1933 and
may not be offered or sold in the United States absent registration
or an exemption from registration. There will be no public offer of
securities in the United States.
Any legends, disclaimers or other notices that may appear below
are not applicable to this communication and should be disregarded.
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END
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