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Aabar Investments PJS, XS1210352784

Aabar Investments PJS, XS1210352784

10.10.2019 - 12:52:14

Aabar Investments PJS: Aabar Investments PJS announces Results of Tender Offers and Bondholders' Meetings for its EUR1,000,000,000 0.50 per cent. Exchangeable Bonds due 2020 and EUR1,000,000,000 1.00 per cent. Exchangeable Bonds due 2022

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

Aabar Investments PJS announces Results of Tender Offers and Bondholders' Meetings for its EUR1,000,000,000 0.50 per cent. Exchangeable Bonds due 2020 and EUR1,000,000,000 1.00 per cent. Exchangeable Bonds due 2022

10 October 2019. On 17 September 2019, Aabar Investments PJS (the Company) announced its invitations to holders of its outstanding EUR1,000,000,000 0.50 per cent. Exchangeable Bonds due 2020 (ISIN: XS1210352784) (the 2020 Exchangeable Bonds) and its EUR1,000,000,000 1.00 per cent. Exchangeable Bonds due 2022 (ISIN: XS1210362239) (the 2022 Exchangeable Bonds and, together with the 2020 Exchangeable Bonds, the Bonds and each a Series) to:

(i) tender any and all of their Bonds for purchase by the Company for cash (the 2020 Offer and the 2022 Offer, respectively and together, the Offers); and

(ii) approve, by Extraordinary Resolution, the modification of the terms and conditions (the Conditions) of the 2020 Exchangeable Bonds and the 2022 Exchangeable Bonds to provide for the Company to redeem all, but not some only, of such Bonds remaining (if any) on completion of the relevant Offer (the 2020 Proposal and the 2022 Proposal, respectively and together, the Proposals).

The Offers and the Proposals were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 17 September 2019 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offers expired at 4.00 p.m., London time, on 8 October 2019 (the Expiration Deadline). As at the Expiration Deadline, EUR985,400,000 in aggregate principal amount of the 2020 Exchangeable Bonds had been validly tendered for purchase pursuant to the 2020 Offer and EUR985,700,000 in aggregate principal amount of the 2022 Exchangeable Bonds had been validly tendered for purchase pursuant to the 2022 Offer. The Company has decided to accept for purchase all Bonds validly tendered pursuant to the Offers. The Company will pay:

(i) to each Bondholder who validly tendered its 2020 Exchangeable Bonds by 4.00 p.m. (London time) on 26 September 2019 (the Early Tender Deadline), 97.75 per cent. of the principal amount of such Bondholder's 2020 Exchangeable Bonds (representing the aggregate of the 2020 Purchase Price of 96.25 per cent. and the Early Tender Amount of 1.50 per cent.), together with the relevant Accrued Interest Payment;

(ii) to each Bondholder who validly tendered its 2022 Exchangeable Bonds by the Early Tender Deadline, 91.75 per cent. of the principal amount of such Bondholder's 2022 Exchangeable Bonds (representing the aggregate of the 2022 Purchase Price of 90.25 per cent. and the Early Tender Amount of 1.50 per cent.), together with the relevant Accrued Interest Payment;

(iii) to each Bondholder who validly tendered its 2020 Exchangeable Bonds after the Early Tender Deadline but before the Expiration Deadline, 96.75 per cent. of the principal amount of such Bondholder's 2020 Exchangeable Bonds (representing the aggregate of the 2020 Purchase Price of 96.25 per cent. and the Late Tender Amount of 0.50 per cent.), together with the relevant Accrued Interest Payment;

(iv) to each Bondholder who validly tendered its 2022 Exchangeable Bonds after the Early Tender Deadline but before the Expiration Deadline, 90.75 per cent. of the principal amount of such Bondholder's 2022 Exchangeable Bonds (representing the aggregate of the 2022 Purchase Price of 90.25 per cent. and the Late Tender Amount of 0.50 per cent.), together with the relevant Accrued Interest Payment;

(v) to any Bondholder who submitted a valid Voting Only Instruction in favour of the relevant Proposal by the Early Tender Deadline, 1.50 per cent. of the principal amount of such Bondholder's Bonds (representing the Early Consent Amount); and

(vi) to any Bondholder who submitted a valid Voting Only Instruction in favour of the relevant Proposal after the Early Tender Deadline but before the Expiration Deadline, 0.50 per cent. of the principal amount of such Bondholder's Bonds (representing the Late Consent Amount).

Settlement of the Offers is expected to take place on 17 October 2019.

The Meetings to consider the Proposals were held earlier today, and NOTICE IS HEREBY GIVEN to Bondholders that:

(a) at the Meetings, the Extraordinary Resolutions were duly passed and the Proposals approved;

(b) the Supplemental Agency Agreements referred to in the Extraordinary Resolutions have been executed by the Company, Deutsche Bank AG, London Branch and Deutsche Bank Luxembourg S.A., and the Conditions of each Series have been amended accordingly; and

(c) the Company will redeem all of the Bonds of each Series (other than those Bonds that have been accepted for purchase by the Company pursuant to the Offers) pursuant to the amended Conditions for such Series on 17 October 2019 at the relevant Early Redemption Amount, being 96.25 per cent. of the principal amount of the 2020 Exchangeable Bonds and 90.25 per cent. of the principal amount of the 2022 Exchangeable Bonds, in each case together with Accrued Interest.

All Bonds which are purchased pursuant to the Offers or redeemed pursuant to the Proposals as set out above will forthwith be cancelled.

HSBC Bank plc (Telephone: +44 20 7991 5271; Attention: EMEA Equity Linked; Email: hsbc.equity.linked@hsbc.com) and Société Générale (Telephone: +33 1 42 13 56 24; Fax: +33 1 42 13 75 51; Attention: Equity Syndicate Desk; Email: sgcib.equitysyndicate@sgcib.com) are acting as Dealer Managers. Banca IMI S.p.A. (Telephone: +39 02 7261 1; Attention: Equity Capital Markets; Email: bimiuk-ecm@bancaimi.com) and First Abu Dhabi Bank P.J.S.C. (Telephone: +971 4 565 9956; Attention: Syndicate Desk; Email: DCM&FIS@bankfab.com) are acting as Co-Dealer Managers (and references in the Tender Offer Memorandum to the Dealer Managers shall be deemed to include the Co-Dealer Managers). Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: David Shilson; Email: aabar@lucid-is.com) is acting as Tender Agent.

This announcement is released by Aabar Investments PJS and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to Aabar Investments PJS as issuer of the Bonds as described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Matthew Hurn as authorised signatory of Aabar Investments PJS.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers, the Co-Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

10.10.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language: English Company: Aabar Investments PJS IPIC Tower, Al Murour Street, PO Box 45005 Abu Dhabi City

United Arab Emirates ISIN: XS1210352784, XS1210362239 WKN: A1ZZHH, A1ZZHG Listed: Regulated Unofficial Market in Dusseldorf, Frankfurt, Munich, Stuttgart EQS News ID: 888355   End of News DGAP News Service

888355  10.10.2019 

@ dgap.de