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Abu Dhabi, UAE: Lulu Retail Holdings PLC (“Lulu Retail”, or “Lulu”, or the “Company”, and together with its subsidiaries, the “Group”), the largest and fastest growing pan-GCC full-line retailer and a public company limited by shares incorporated in the Abu Dhabi Global Market (“ADGM”), today announces an increase in the size of its initial public offering (“IPO” or the “Offering”) on the Abu Dhabi Securities Exchange (“ADX”).
KEY HIGHLIGHTS
- The total Offering size has been increased to 3,098,671,605 (three billion ninety-eight million six hundred seventy-one thousand six hundred and five) ordinary Shares from the previously announced 2,582,226,338 (two billion five hundred eighty-two million two hundred twenty-six thousand three hundred and thirty-eight) ordinary Shares.
- The Offering size now represents 30% (previously 25%) of the total issued Shares in the Company (the “Offer Shares”), which are to be sold by the Company’s sole shareholder, Lulu International Holdings Limited (the “Selling Shareholder”).
- The additional 516,445,267 Offer Shares have been wholly allocated to the Qualified Investor Offering (Tranche Two), accessible to Professional Investors only, as defined in the Local Prospectus.
- The Offer Price Range is unchanged at between AED 1.94 and AED 2.04 per Share.
- Assuming all the shares offered are sold, the total size of the Offering has been revised to between AED 6.01 billion (c. $1.64 billion) and AED 6.32 billion (c. $1.72 billion).
- Based on the Offer Price Range, Lulu Retail is set to list with a market capitalization of between AED 20.04 billion (c. $5.46 billion) and AED 21.07 billion (c. $5.74 billion).
- The final offer price (“Final Offer Price”) will be determined through a book building process and is expected to be announced on Wednesday 6 November 2024.
- Admission of Lulu Retail Shares to trading on the Abu Dhabi Securities Exchange (“ADX”) (the “Admission”) under ticker symbol “LULU” is expected to take place on Thursday 14 November.
Saifee Rupawala, Chief Executive Officer of Lulu Retail, said: “The established pan-GCC presence of Lulu Retail and our clear strategy for growth has attracted a highly diverse investor base, and we’re pleased to increase the total size of the Offering to cater to the significant level of demand received from international, regional and local investors, and the inclusion of additional cornerstone investors to the IPO.”
ADDITIONAL CORNERSTONE INVESTOR
Lulu Retail also announces today the addition of Masarrah Investment Company (“Masarrah Invest”) as a Cornerstone Investor, joining the previously announced Cornerstone Investors (i) Abu Dhabi Pension Fund (“ADPF”), (ii) Bahrain Mumtalakat Holding Company Co. B.S.C. (“Mumtalakat”), (iii) Emirates International Investment Company LLC (“EIIC”) and (iv) Oman Investment Authority (“OIA”).
Masarrah Invest, a leading investment holding company in Saudi Arabia, has over seventy years of experience fostering Public and Private Sector Partnerships. Founded by Sh. Mutlaq Almutlaq and led by Managing Director Mr. Tariq Almutlaq, the company focuses on talent equity, strong governance, stakeholder value, innovation, and credibility. Masarrah Invest has diversified investments in sectors like agro specialty chemicals, plastics, real estate, power and water, industrial gases, logistics, district cooling, recycling, and social infrastructure.
Aligned with Saudi Arabia's Vision 2030, Masarrah Invest is expanding its partnerships within the Gulf Cooperation Council and globally to capture new opportunities. With a firm commitment to sustainability and impactful investments, Masarrah Invest continues to play a significant role in Saudi Arabia's economic development, focused on innovative and strategic growth.
Masarrah Invest has agreed to invest approximately AED 250 million (c. US$ 68 million). The aggregate commitments of all the Cornerstone Investors pursuant to the Cornerstone Investor Agreements are approximately AED 1,003 million (c. US$ 273 million), of which EIIC has committed to subscribe to US$100 million, with the Cornerstone Investors’ Shares being subject to a 180-day lock-up arrangement, following listing.
SUBSCRIPTION PROCESS
As previously announced, the Offering comprises of and is available to the following subscribers:
- First Tranche: A public offering (the “UAE Retail Offering”) to UAE Retail Investors and other investors in the UAE (as defined in the UAE Prospectus) including Eligible Employees of the Group (as defined in the UAE Prospectus).
- Second Tranche: An offering to Professional Investors (as defined in the SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)), as defined in the UAE Prospectus and referred to as the “Qualified Investors Offering” subscribers.
- Third Tranche: An offering to Eligible Senior Executives of the Group (as defined in the UAE Prospectus) and referred to as the “Senior Executives Offering”.
The IPO subscription period opened on Monday 28 October and closes on Tuesday 5 November 2024 for the UAE Retail Offering (including Eligible Employees of the Group), Eligible Senior Executives, and for Professional Investors.
The completion of the Offering and Admission is currently expected to take place on or around Thursday 14 November 2024, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of admission to listing and trading on the ADX.
Pursuant to an underwriting agreement entered into between the Company, the Selling Shareholder and the Joint Bookrunners on 28 October 2024 (the “Underwriting Agreement”), the Shares held by the Selling Shareholder following Admission shall be subject to a lock-up period (the “Lock-up Period”), which ends 180 days after the date of Admission. Lulu Retail shall also be subject to the Lock-up Period.
The details of the Offering are included in the English and Arabic-language prospectus (the “UAE Prospectus”) and public subscription announcement (the “Public Announcement”) with respect to the UAE Retail Offering, and in an English-language international offering memorandum (the “International Offering Memorandum”) with respect to the Qualified Investors Offering. These documents are available for download at www.luluretail.com/ipo/.
Moelis & Company UK LLP DIFC Branch has been appointed as Independent Financial Advisor.
Abu Dhabi Commercial Bank PJSC, Citigroup Global Markets Limited, Emirates NBD Capital PSC and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators and Joint Bookrunners. Alrajhi Capital, EFG-Hermes UAE Limited acting in conjunction with EFG-Hermes UAE LLC, First Abu Dhabi Bank PJSC, Goldman Sachs International and International Securities L.L.C. have been appointed as Joint Bookrunners.
Abu Dhabi Commercial Bank PJSC, EFG-Hermes UAE Limited, Emirates NBD Capital PSC, First Abu Dhabi Bank PJSC and HSBC Bank Middle East Limited have been appointed as Joint Lead Managers.
Abu Dhabi Commercial Bank PJSC and First Abu Dhabi Bank PJSC have been appointed as the Joint Lead Receiving Banks. Al Maryah Community Bank LLC, Dubai Islamic Bank PJSC, Emirates Islamic Bank PJSC, Emirates NBD Bank PJSC, Mashreq Bank PSC and Wio Bank PJSC have also been appointed as Receiving Banks.
Gulf Bank K.S.C.P., National Investments Company K.S.C.P., SICO BSC (C) and Sohar International Bank SAOG have been appointed as the Co-Lead Banks.
Neither HSBC Bank Middle East Limited nor any of its respective affiliates is responsible for participating in marketing or managing any aspect of the UAE Retail Offering to natural persons.
The Internal Sharia Supervision Committee of Emirates NBD Bank P.J.S.C. have issued a Shariah pronouncement confirming that, in their view, the Offering is compliant with Shariah principles. Investors should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.
-Ends-
ABOUT LULU RETAIL
Founded in 1974, the Lulu Retail, together with its subsidiaries, is the largest pan-GCC full-line retailer by selling space, sales and number of stores, operating more than 240 hypermarket, express and mini-market stores across the six GCC countries. The Group also operates a growing e-commerce presence through its mobile app, webstore and partner channels. To serve more than 600,000 shoppers from 130 nationalities every day, the Group sources products from 85 countries, enabled by an on-the-ground sourcing presence in 19 countries. The Group’s strong brand recognition and trust among consumers in the GCC is enabling the growth of its existing stores, expansion of its store network and elevated loyalty across its customer base. www.luluretail.com
| INVESTOR / ANALYST ENQUIRIES | |
| Nidhin Jose Sahir Elavia | |
| MEDIA ENQUIRIES | |
| Andy Parnis (Teneo) Stephen Smith (Teneo) | |
| INDEPENDENT FINANCIAL ADVISOR | |
| Moelis & Company UK LLP DIFC Branch | |
| JOINT GLOBAL COORDINATORS | |
| Abu Dhabi Commercial Bank PJSC Citigroup Global Markets Limited Emirates NBD Capital PSC HSBC Bank Middle East Limited | |
| JOINT LEAD MANAGERS | |
| Abu Dhabi Commercial Bank PJSC EFG-Hermes UAE Limited acting in conjunction with EFG-Hermes UAE LLC Emirates NBD Capital PSC First Abu Dhabi Bank PJSC HSBC Bank Middle East Limited | |
| JOINT BOOKRUNNERS (Together with the Joint Global Coordinators) | |
| Alrajhi Capital EFG-Hermes UAE Limited acting in conjunction with EFG-Hermes UAE LLC First Abu Dhabi Bank PJSC Goldman Sachs International International Securities L.L.C. | |
| LISTING ADVISOR | |
| Abu Dhabi Commercial Bank PJSC | |
| RECEIVING BANKS | |
| Abu Dhabi Commercial Bank PJSC (Joint Lead Receiving Bank) First Abu Dhabi Bank PJSC (Joint Lead Receiving Bank) Al Maryah Community Bank LLC Dubai Islamic Bank PJSC Emirates Islamic Bank PJSC Emirates NBD Bank PJSC Mashreq Bank PSC Wio Bank PJSC CO-LEADS Gulf Bank K.S.C.P. National Investments Company K.S.C.P. SICO BSC (C) Sohar International Bank SAOG | |
| FINANCIAL COMMUNICATIONS ADVISOR | |
| Teneo | |
DISCLAIMER
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Lulu Retail Holdings PLC or the Selling Shareholder to proceed with the Offering or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Selling Shareholder, the Company, Moelis & Company UK LLP DIFC Branch ("Moelis"), the Joint Bookrunners, Joint Global Coordinators and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement does not constitute a recommendation concerning the Offering or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The price and value of shares and any income from them can go down as well as up and, in the worst case, you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any shares in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the UAE Prospectus and the International Offering Memorandum prepared for the Offering, when published. There is no guarantee that the Offering will take place and potential investors should not base their financial or investment decisions on the intentions of the Company or any other person in relation to the Offering at this stage. Potential investors should consult a professional adviser as to the suitability of the Offering for the person(s) concerned. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
In particular, these materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such is unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada, South Africa or Japan. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of the United States of America, Australia, Canada, South Africa or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in United States, Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of United States, Australia, Canada, South Africa or Japan.
The Shares may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. The Offer Shares are being offered and sold outside the United States in reliance of Regulation S. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of securities in the United States or any jurisdiction other than the UAE. Copies of this announcement are not being, and should not be, distributed in or sent into the United States of America, Australia, Canada, South Africa or Japan.
In the United Kingdom, this announcement is directed only at persons who are “qualified investors” (“UK Qualified Investors”) (as defined under assimilated Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”)) who also: (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order; and/or (iii) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated (all such persons in items (i) to (iii) above together being referred to as “Relevant Persons”). Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the securities to which this announcement relates have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities to be issued in the Offering is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This announcement is only addressed to and directed at persons in the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(e) of EU Regulation (EU) 2017/1129 (as amended) (“EU Qualified Investors”).
Any securities, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities, and any investment or investment activity to which this announcement relates is available only: (i) in any member state of the EEA, to EU Qualified Investors; and (ii) in the United Kingdom, to Relevant Persons, and will only be engaged in with such persons. This announcement must not be acted or relied on: (i) in any member state of the EEA, by persons who are not EU Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons. In connection with the withdrawal of the United Kingdom from the European Union, the Joint Bookrunners may, at their discretion, undertake their obligations in connection with the potential Offering by any of their affiliates based in the EEA.
United Arab Emirates – Excluding ADGM and DIFC
This announcement has not been reviewed, verified, approved and/or licensed by, or filed with, the UAE Central Bank, the SCA or any other licensing authorities in the UAE, including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, including the Financial Services Regulatory Authority (“FSRA”), a regulatory authority of the Abu Dhabi Global Market (“ADGM”), and the Dubai Financial Services Authority (“DFSA”), a regulatory authority of the Dubai International Financial Centre (“DIFC”), or any other authority in any other jurisdiction. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE.
ADGM
This announcement relates to a potential Exempt Offer which may be made in accordance with the Market Rules of the FSRA. This announcement is intended for distribution only to persons of a type specified in the Market Rules. It must not be delivered to, or relied on by, any other person. The FSRA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The FSRA has not approved this announcement nor taken steps to verify the information set out in it, and has no responsibility for it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities referred to herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement you should consult an authorised financial advisor.
This announcement is for distribution only to persons who: (a) are outside the ADGM; or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the Financial Services and Markets Regulations 2015 (“FSMR”)); or (c) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
DIFC
This announcement relates to a potential Exempt Offer which may be made in the DIFC in accordance with the DFSA’s Rulebook. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers and subscribers of the securities referred to herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement, you should consult an authorised financial advisor.
This announcement is for distribution only to persons who: (a) are outside the DIFC; (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module; or (c) are persons to whom an invitation or inducement in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Kingdom of Saudi Arabia
This announcement may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations (the “Saudi Regulations”) issued by the Board of the Capital Market Authority (the “Capital Market Authority”) pursuant to resolution number 3-123-2017, dated 27 December 2017G (as amended by resolution of the Board of the Capital Market Authority number 3-6-2024 dated 17 January 2024G). The Capital Market Authority does not make any representation as to the accuracy or completeness of this announcement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this announcement. Prospective purchasers of the securities referred to herein should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this announcement, you should consult an authorised financial advisor.
This announcement contains “forward looking” statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of the Company, and the industry in which the Company operates. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company’s control and all of which are based on the Company’s current beliefs and expectations about future events. Forward looking statements are sometimes identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of the Company and the industry in which it operates. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Selling Shareholder, Moelis, the Company and the Joint Bookrunners and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.
Moelis is regulated and authorised by the Dubai Financial Services Authority (“DFSA”). Abu Dhabi Commercial Bank PJSC is regulated by the Central Bank of the United Arab Emirates (“UAE”) and the UAE Securities and Commodities Authority (“SCA”) for licensed activities in on shore UAE. Citigroup Global Markets Limited is regulated by the Financial Conduct Authority (the “FCA”) and the Prudential Regulation Authority (the “PRA”) in the United Kingdom. Emirates NBD Capital PSC is authorised and regulated by the SCA. HSBC Bank Middle East Limited is lead-regulated by the DFSA and regulated by the UAE Central Bank and SCA for licensed activities in on-shore UAE. Alrajhi Capital is authorized by the Capital Market Authority of the Kingdom of Saudi Arabia (“CMA”). EFG-Hermes UAE Limited is regulated and authorised by the DFSA. EFG-Hermes UAE LLC is authorised and regulated by the SCA. First Abu Dhabi Bank PJSC is authorised and regulated by the Central Bank in the UAE and regulated by the SCA. Goldman Sachs International is regulated by the FCA and the PRA in the United Kingdom. International Securities L.L.C. is regulated by the SCA.
Moelis and the Joint Bookrunners are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Offering, each of the Joint Bookrunners, and any of their affiliates, may take up a portion of the Shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the UAE Prospectus and the International Offering Memorandum, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, certain of the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Joint Bookrunners or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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