Obligation Softbank Group 0.05375% ( XS1266660635 ) en USD

Softbank Group

100 % ⇌

Japon

XS1266660635 ( en USD )

0.05375% par an ( paiement semestriel )

30/07/2022 - Obligation échue

Prospectus brochure de l'obligation Softbank Group XS1266660635 en USD 0.05375%, échue

SoftBank Group est une société holding japonaise dont les investissements couvrent un large spectre, incluant la technologie, les télécommunications, l'énergie renouvelable et l'immobilier, avec des participations notables dans des entreprises comme Alibaba et Arm.

L'Obligation émise par Softbank Group ( Japon ) , en USD, avec le code ISIN XS1266660635, paye un coupon de 0.05375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/07/2022

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IMPORTANT NOTICE
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 DISTRIBUTE THIS DOCUMENT.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the
attached Tender Offer Memorandum (the "Tender Offer Memorandum"), and you are therefore required to read this disclaimer
carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing the Tender Offer
Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time,
each time you receive any information from Deutsche Bank AG, London Branch as sole dealer manager (the "Sole Dealer
Manager") or Lucid Issuer Services Limited as tender agent (the "Tender Agent") as a result of such access. Capitalized terms
used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.
THE TENDER OFFER MEMORANDUM MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED TO
ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER
MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS LAWFUL TO SEND THE TENDER
OFFER MEMORANDUM AND, IN PARTICULAR, SHOULD NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM IN WHOLE OR IN
PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF
APPLICABLE LAWS.
Confirmation of your representation: In order to be eligible to view the Tender Offer Memorandum or make an
investment decision with respect to the Offers (as defined below), you must be located outside the United States or acting on a
discretionary basis only for the benefit or account of non-U.S. persons located outside the United States and otherwise able to
participate lawfully in the invitations by SoftBank Group Corp. (the "Offeror") to Holders of the Notes described in the Tender
Offer Memorandum to tender their Notes for purchase by the Offeror for cash (each an "Offer" and together the "Offers") on the
terms and subject to the conditions set out in the Tender Offer Memorandum including the offer and distribution restrictions set out
on pages 7 to 8 (the "Offer and Distribution Restrictions"). The Tender Offer Memorandum was delivered to you at your request
and by accessing the Tender Offer Memorandum you shall be deemed to have represented to the Offeror, the Sole Dealer Manager
and the Tender Agent that:
(i)
you are a Holder or a beneficial owner of the Notes;
(ii)
you are (A) a non-U.S. person (as such term is defined in Regulation S under the Securities Act of 1933, as
amended ("Regulation S")) located outside the United States or a dealer or other professional fiduciary in the
United States acting on a discretionary basis only for the benefit or account of non-U.S. persons located outside
the United States, and (B) a person into whose possession the Tender Offer Memorandum may be lawfully
delivered in accordance with the laws of the jurisdiction in which you are located;
(iii)
you are otherwise a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation
pursuant to the Offers in accordance with applicable laws, including the Offer and Distribution Restrictions, and
are not a Sanctioned Person (as defined in this Tender Offer Memorandum), are not acting on behalf, or for the
benefit of a Sanctioned Person, and will not use, directly or indirectly, the tender payment received by you for the
purpose of financing or making funds available directly or indirectly to or for the benefit of a Sanctioned Person;
and
(iv)
you consent to delivery of the Tender Offer Memorandum by electronic transmission.
The Tender Offer Memorandum has been delivered to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the
Offeror, the Sole Dealer Manager, the Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate
of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer
Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Tender Agent.
You are also reminded that the Tender Offer Memorandum has been sent to you on the basis that you are a person into
whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located or resident and you may not, nor are you authorized to, deliver the Tender Offer Memorandum to any other person.
Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or
solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made
by a licensed broker or dealer and the Sole Dealer Manager or any of its affiliates is such a licensed broker or dealer in that
jurisdiction, such Offer shall be deemed to be made by the Sole Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.

The Tender Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where
section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell
securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into
whose possession the Tender Offer Memorandum comes are required by the Offeror, the Sole Dealer Manager and the
Tender Agent to inform themselves about, and to observe, any such restrictions.

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 DISTRIBUTE THIS DOCUMENT.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take,
you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other
independent adviser (financial or otherwise).
TENDER OFFER MEMORANDUM

Invitations by
SoftBank Group Corp.
(Tokyo, Japan)
(the "Offeror")
To the Holders of its
$1,000,000,000 5.375% Senior Notes due 2022 ("2015/2022 Dollar Notes") (ISIN: XS1266660635; Common Code: 126666063)
$1,350,000,000 4.750% Senior Notes due 2024 ("2017/2024 Dollar Notes") (ISIN: XS1684384511; Common Code: 168438451)
$1,000,000,000 6.000% Senior Notes due 2025 ("2015/2025 Dollar Notes") (ISIN: XS1266660122; Common Code: 126666012)
$2,000,000,000 5.125% Senior Notes due 2027 ("2017/2027 Dollar Notes") (ISIN: XS1684384867; Common Code: 168438486)
450,000,000 4.500% Senior Notes due 2025 ("2018/2025 Euro Notes") (ISIN: XS1811213864; Common Code: 181121386)
1,500,000,000 3.125% Senior Notes due 2025 ("2017/2025 Euro Notes") (ISIN: XS1684385161; Common Code: 168438516)
750,000,000 4.000% Senior Notes due 2029 ("2017/2029 Euro Notes") (ISIN: XS1684385591; Common Code: 168438559)
(each a "Series," and together the "Notes")
to tender such Notes for purchase by the Offeror for cash
at prices to be determined pursuant to an Unmodified Dutch Auction Procedure
up to a Tender Consideration of $750,000,000 (subject as set out herein)
subject to the conditions described in this Tender Offer Memorandum and on the following terms (as further described in this Tender Offer Memorandum):

ISIN/Common
Outstanding
Denomination of
Purchase
Minimum
Description of Notes
Code
Principal Amount
the Notes
Consideration
Purchase Price
Tender Consideration
$1,000,000,000 5.375%
Senior Notes due 2022
("2015/2022 Dollar
XS1266660635/
Notes") .............................
126666063
$818,521,000
$200,000
101.000%
$1,350,000,000 4.750%
Senior Notes due 2024
("2017/2024 Dollar
XS1684384511/
The aggregate cash consideration, excluding any
Notes") ..............................
168438451
$1,350,000,000
$200,000
97.750%
Accrued Interest Payments, to be paid by the
$1,000,000,000 6.000%
Offeror to purchase the Notes validly tendered and
Senior Notes due 2025
accepted for purchase in the Offers, which the
("2015/2025 Dollar
XS1266660122/
Offeror proposes to be in a total amount of up to
Notes") .............................
126666012
$711,627,000
$200,000
To be determined
100.500%
$750,000,000 (or the equivalent thereof calculated
pursuant to an
using the spot rate for the purchase of U.S. dollars
$2,000,000,000 5.125%
Unmodified Dutch
with euro as published by Bloomberg at the
Senior Notes due 2027
Auction Procedure.
Expiration Deadline) (although the Offeror reserves
("2017/2027 Dollar
XS1684384867/
the right, in its sole discretion, to significantly
Notes") .............................
168438486
$2,000,000,000
$200,000
96.500%
increase or decrease the proposed Tender
450,000,000 4.500%
Consideration and accept significantly less than or
Senior Notes due 2025
XS1811213864/
more than such amount for purchase pursuant to the
("2018/2025 Euro Notes") .
181121386
450,000,000
100,000
102.000%
Offers).
1,500,000,000 3.125%
Senior Notes due 2025
XS1684385161/
("2017/2025 Euro Notes") .
168438516
1,500,000,000
100,000
95.000%
750,000,000 4.000%
Senior Notes due 2029
XS1684385591/
("2017/2029 Euro Notes") .
168438559
750,000,000
100,000
89.375%

THIS TENDER OFFER COMMENCES ON JANUARY 16, 2019 AND WILL EXPIRE AT 4:00 P.M., LONDON TIME, ON JANUARY 23, 2019
UNLESS EXTENDED (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE "EXPIRATION DEADLINE"). WE RESERVE THE RIGHT TO
EXTEND, AMEND OR TERMINATE THIS TENDER OFFER AT ANY TIME.
THE DEADLINES SET BY ANY CUSTODIAN, DIRECT PARTICIPANT, INTERMEDIARY OR CLEARING SYSTEM MAY BE EARLIER THAN
THIS DEADLINE AND HOLDERS OF NOTES ("HOLDERS") SHOULD CONTACT THE INTERMEDIARY THROUGH WHICH THEY HOLD
THEIR NOTES TO ENSURE PROPER AND TIMELY DELIVERY OF TENDERS.

Sole Dealer Manager
Deutsche Bank

The date of this Tender Offer Memorandum is January 16, 2019.

You should rely only on the information contained in this Tender Offer Memorandum. Neither the Offeror nor the Sole Dealer Manager has
authorized anyone to provide you with different information. Neither the Offeror nor Sole Dealer Manager is making an Offer in any jurisdiction where
this offer or solicitation is not permitted. You should not assume that the information contained in this Tender Offer Memorandum is accurate at any date
other than the date indicated above. The Offers are being made only to Eligible Offerees who hold Notes through the Clearing Systems ("Eligible Holders")
and who have represented to the Offeror pursuant to the deemed representations described in "Description of the Tender Offer" that they are eligible to
participate in the Offers. Only Eligible Holders are authorized to receive or review this Tender Offer Memorandum or to participate in the Offers. The
Offers are not being made to any U.S. person (as defined in Regulation S) or to any person in the United States. The Offers are being made being made to
dealers or other professional fiduciaries located outside the United States or acting on a discretionary basis only for the benefit or account of non-U.S.
persons located outside the United States. See "Notice to Investors" and "Offer and Distribution Restrictions" for additional information about eligibility
requirements and offer restrictions.

Before making a decision whether to tender Notes pursuant to an Offer, Holders should carefully consider all of the information in this Tender
Offer Memorandum and, in particular, the risk factors described in "Risk Factors" beginning on page 19.

The Offers are conditioned upon the satisfaction or waiver of certain conditions described in "Description of the Tender Offer." These conditions are for
the Offeror's benefit and may be asserted or waived by the Offeror at any time and in its sole discretion without extending the Expiration Deadline or granting
withdrawal rights (except as required by law). In addition, the Offeror has the right to terminate or withdraw the Offers at any time and for any reason.

Eligible Holders may not withdraw valid tenders of Notes in the Offers except under the limited circumstances set forth in this Tender Offer Memorandum.
See "Description of the Tender Offer--Withdrawal of Tenders."

THE OFFERS
This Tender Offer Memorandum contains important information which should be read carefully before any
decision is made with respect to the Offers. If any Holder is in any doubt as to the action it should take, it is recommended
to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank
manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it
wishes to tender such Notes pursuant to the Offers. The distribution of this document in certain jurisdictions may be
restricted by law (see "Offer and Distribution Restrictions"). Neither the Offeror, the Sole Dealer Manager nor the Tender
Agent makes any recommendation as to whether Holders should tender Notes pursuant to the Offers.
The Offeror separately invites, in each case subject to the offer restrictions referred to in "Offer and Distribution
Restrictions," all Holders of each Series to tender their Notes for purchase by the Offeror for cash (each such invitation an "Offer,"
and together the "Offers"). The Offers are made on the terms and subject to the conditions set out in this Tender Offer Memorandum.
Before making a decision whether to tender Notes pursuant to an Offer, Holders should carefully consider all of the
information in this Tender Offer Memorandum and, in particular, the risk factors described in "Risk Factors."
Capitalized terms used in this Tender Offer Memorandum have the meaning given in "Definitions" and any other
definitions of such terms are for ease of reference only and shall not affect their interpretation.
Rationale for the Offers
The purpose of the Offers is for the Offeror to support the secondary trading market for the Notes and provide a liquidity
event to the current Holders of the Notes. Simultaneously, the Offers will enable the Offeror to manage its overall funding level and
to reduce its gross debt, while maintaining a prudent approach to liquidity.
Purchase Price Unmodified Dutch Auction Procedure
The amount the Offeror will pay for Notes validly tendered and accepted for purchase pursuant to the Offers will be
determined pursuant to an unmodified Dutch auction procedure (the "Unmodified Dutch Auction Procedure"), as described in
this Tender Offer Memorandum.
The cash consideration that the Offeror will pay for any Notes (the "Purchase Consideration") validly tendered by a
Holder and accepted for purchase pursuant to the relevant Offer shall be equal to the product of (i) the aggregate principal amount
of the Notes of such Holder accepted for purchase pursuant to the Offers and (ii) the particular purchase price (a "Purchase Price")
specified (or deemed to be specified, as set out below) by the relevant Holder in his or her tender instruction (the "Tender
Instruction"), provided that if the specified Purchase Price is lower than the Minimum Purchase Price (as defined below), or if no
Purchase Price is specified, the Offeror will pay the Minimum Purchase Price.
As the Purchase Consideration applicable to each Holder who validly submits a Tender Instruction which is accepted by
the Offeror is determined by reference to a particular Purchase Price specified (or deemed to be specified, as set out below) by such
Holder in its Tender Instruction, the Purchase Consideration payable to each such Holder will not necessarily be the same even
where the same principal amount of Notes is accepted for purchase from each such Holder.
Under the Unmodified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of
the Offers, the aggregate principal amount of Notes (if any) of each Series it will accept for purchase pursuant to the Offers (each a
"Series Acceptance Amount") and a maximum Purchase Price for each Series (each a "Maximum Purchase Price"), taking into
account the aggregate principal amount of Notes tendered in the Offers, the Purchase Prices specified (or deemed to be specified,
as set out below) by tendering Holders and the aggregate cash consideration, excluding any Accrued Interest Payments, to be paid
by the Offeror to purchase the Notes validly tendered and accepted for purchase in the Offers, which the Offeror proposes to be in
a total amount of up to $750,000,000 (or the equivalent thereof calculated using the spot rate for the purchase of U.S. dollars with
euro as published by Bloomberg at the Expiration Deadline) (the "Tender Consideration").
The Purchase Price for the Notes will not be less than:
(i)
101.000%, in the case of the 2015/2022 Dollar Notes;
(ii)
97.750%, in the case of the 2017/2024 Dollar Notes;
(iii)
100.500%, in the case of the 2015/2025 Dollar Notes;
(iv)
96.500%, in the case of the 2017/2027 Dollar Notes;
(v)
102.000%, in the case of the 2018/2025 Euro Notes;
(vi)
95.000%, in the case of the 2017/2025 Euro Notes; and
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(vii)
89.375%, in the case of the 2017/2029 Euro Notes
(each a "Minimum Purchase Price"), and will otherwise be the lowest price for such Series that will allow the Offeror to
accept for purchase the relevant Series Acceptance Amount.
Accrued Interest
In addition to the Purchase Consideration, the Offeror will also make an Accrued Interest Payment (as defined below) in
respect of Notes accepted for purchase pursuant to the Offers.
Final Acceptance Amount, Priority of Acceptance and Scaling
Final Acceptance Amount
The Offeror proposes to accept Notes for purchase pursuant to the Offers up to the aggregate cash consideration (excluding
any Accrued Interest Payments) of $750,000,000 (or the equivalent thereof calculated using the spot rate for the purchase of U.S.
dollars with euro as published by Bloomberg at the Expiration Deadline), although the Offeror reserves the right, in its sole
discretion, to accept significantly less than or more than such amount of Notes pursuant to the Offers (the final aggregate principal
amount of Notes accepted for purchase pursuant to the Offers being the "Final Acceptance Amount").
Priority of Acceptance
The Offeror intends to accept Notes of a Series validly tendered for purchase pursuant to the Offers in the following order
of priority:
(i)
the Offeror will first accept for purchase an aggregate principal amount of Notes of such Series validly tendered
pursuant to the Offers by way of Non-Competitive Tender Instructions (as described below) up to (and including)
the relevant Series Acceptance Amount; and
(ii)
if the aggregate principal amount of such Notes validly tendered pursuant to the Offers by way of Non-Competitive
Tender Instructions is less than the relevant Series Acceptance Amount, the Offeror may then, in its sole discretion,
accept for purchase any Notes of such Series validly tendered pursuant to the Offers by way of Competitive Tender
Instructions (as described below), such that the aggregate principal amount of Notes accepted for purchase
pursuant to the Offers is equal to the relevant Series Acceptance Amount.
If the Offeror (in its sole discretion) decides to accept any Notes validly tendered by way of Non-Competitive or
Competitive Tender Instructions for any Series, the Offeror reserves the right to accept significantly more or less (or none) of the
Notes of any one Series as compared to the Notes of any other Series, even if such other Notes are validly tendered with an equivalent
or lower Purchase Price (and accordingly to set the relevant Maximum Purchase Price applicable to any Series of Notes above the
applicable Minimum Purchase Price, whether or not it decides to do so in respect of any other Series, as well as above the relevant
Maximum Purchase Price for any other Series of Notes).
Scaling
If the Offeror decides to accept Notes of a Series for purchase pursuant to the Offers and:
(i)
the aggregate principal amount of Notes of such Series validly tendered pursuant to Non-Competitive Tender
Instructions is greater than the Series Acceptance Amount, the Offeror intends to accept such Notes for purchase
on a pro-rata basis such that the aggregate principal amount of such Notes accepted for purchase is no greater than
the Series Acceptance Amount. In such circumstances, the Maximum Purchase Price for all of the Notes of the
relevant Series will be set at the applicable Minimum Purchase Price and the Offeror will not accept for purchase
any Notes of such Series tendered pursuant to Competitive Tender Instructions; or
(ii)
the aggregate principal amount of Notes of such Series validly tendered (i) pursuant to Non-Competitive Tender
Instructions and (ii) pursuant to Competitive Tender Instructions that specify a Purchase Price that is less than or
equal to the relevant Maximum Purchase Price, is greater than the Series Acceptance Amount, the Offeror intends
to accept for purchase (A) first, all Notes of such Series tendered pursuant to Non-Competitive Tender Instructions
in full, (B) second, all Notes of such Series tendered pursuant to Competitive Tender Instructions that specify a
Purchase Price below the relevant Maximum Purchase Price of such Series in full and (C) third, all Notes of such
Series tendered at the relevant Maximum Purchase Price on a pro rata basis such that the aggregate principal
amount of such Notes accepted for purchase is no greater than the Series Acceptance Amount.
In the event that Notes of a Series validly tendered pursuant to the relevant Offer are to be accepted on a pro rata basis,
each such tender of such Notes will be scaled by a factor (a "Scaling Factor") equal to (i) the Series Acceptance Amount less the
aggregate principal amount of such Notes that have been validly tendered and accepted for purchase pursuant to the Offer, and are
not subject to acceptance on a pro rata basis (if any), divided by (ii) the aggregate principal amount of such Notes in the Series that
have been validly tendered and accepted for purchase pursuant to the Offers, and are subject to acceptance on a pro rata basis (subject
2

to adjustment to allow for the aggregate principal amount of Notes accepted for purchase, following the rounding of tenders of such
Notes described in the next sentence, to equal the Series Acceptance Amount exactly). Each tender of such Notes that is scaled in
this manner will be rounded down to the nearest $/1,000 in principal amount. The Offeror reserves the right, in its sole discretion,
to apply a different Scaling Factor to each Series of Notes.
In addition, in the event of any such scaling, the Offeror intends to apply pro rata scaling to each valid tender of such Notes
in such a manner as will result in the relevant Holder transferring Notes to the Offeror in an aggregate principal amount of at least
$200,000 or 100,000 (being the "Minimum Denominations" of the Notes). The Offeror may at its sole discretion not accept the
tender of Notes of a Series for purchase pursuant to the relevant Offer, where the relevant Holder's residual amount of Notes of a
Series (being the principal amount of the such Notes the subject of the relevant Tender Instruction that are not accepted for purchase
by virtue of such scaling) amount to less than the relevant Minimum Denomination. See "Risk Factors--Different Series have
different Minimum Denominations of the Notes."
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase Consideration and Accrued Interest Payment
pursuant to, the relevant Offer, Holders must validly tender their Notes by delivering, or arranging to have delivered on their behalf,
a valid Tender Instruction that is received by the Tender Agent by 4:00 p.m., London time on January 23, 2019 (the "Expiration
Deadline"). See "Description of the Tender Offer--Tender Offer Procedures."
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or
(in the limited circumstances in which revocation is permitted) withdraw their instruction to participate in, an Offer by the
deadlines specified in this Tender Offer Memorandum. The deadlines set by any such intermediary and by Clearing Systems
for the submission and withdrawal of Tender Instructions may be earlier than the relevant deadlines specified in this Tender
Offer Memorandum.
Tender Instructions will be irrevocable except in the limited circumstances described in "Description of the Tender
Offer--Withdrawal of Tenders."
Tender Instructions may be submitted on a "non-competitive" or a "competitive" basis as follows:
a "Non-Competitive Tender Instruction" is a Tender Instruction which specifies the aggregate principal amount of
the Notes tendered pursuant to such Tender Instruction (such principal amount being at least the relevant Minimum
Denomination for such Series), and either (i) does not specify a Purchase Price for such Notes, or (ii) specifies a
Purchase Price less than or equal to the relevant Minimum Purchase Price for such Series. Each Non-Competitive
Tender Instruction, whether falling within (i) or (ii) above, will be deemed to have specified the relevant Minimum
Purchase Price for the tendered Notes; and
a "Competitive Tender Instruction" is a Tender Instruction which specifies (i) the aggregate principal amount of
the Notes tendered pursuant to such Tender Instruction (such principal amount being at least the relevant Minimum
Denomination for such Series), and (ii) a Purchase Price greater than the relevant Minimum Purchase Price for such
Series (which Purchase Price must be specified in increments of 0.05% above the relevant Minimum Purchase Price
for such Series, with increments which are not integral multiples of 0.05% being rounded up to the nearest integral
multiple of 0.05%). In the event that any Competitive Tender Instruction specifies a Purchase Price that is not an
integral multiple of 0.05% above the relevant Minimum Purchase Price, the Purchase Price so specified shall be
rounded up to the nearest 0.05% integral multiple, and the Competitive Tender Instruction shall be deemed to have
specified such rounded figure as the Purchase Price.
Tender Instructions must be submitted in respect of a minimum principal amount of Notes of the relevant Series of no less
than the Minimum Denomination for such Series. See "Definitions--Minimum Denominations."
A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.
Announcements
The Offeror will announce its decision of whether to accept valid tenders of Notes pursuant to all or any of the Offers and,
if so accepted, the Final Acceptance Amount, each Series Acceptance Amount and details of any scaling that will be applied to valid
tenders of Notes of any Series as soon as reasonably practicable on the business day following the Expiration Deadline.
General
The expected Settlement Date for the Offers is January 28, 2019.
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time
(subject to applicable law and as provided in this Tender Offer Memorandum). Details of any such extension, re-opening,
amendment, waiver or termination will be announced as provided in this Tender Offer Memorandum as soon as reasonably
3

practicable after the relevant decision is made. The Offeror expressly reserves the right, in its sole discretion, to delay acceptance
of tenders of Notes pursuant to an Offer in order to comply with applicable laws. See "Description of the Tender Offer--
Amendments; Waivers; Termination.
The failure of any person to receive a copy of this Tender Offer Memorandum or any announcement made or notice issued
in connection with the Offers shall not invalidate any aspect of the Offers.
For further information on the Offers and the further terms and conditions on which the Offers are made, Holders should
refer to "Description of the Tender Offer."
Questions and requests for assistance in connection with (i) the Offers, may be directed to the Sole Dealer Manager, and
(ii) the delivery of Tender Instructions, may be directed to the Tender Agent, the contact details for each of which are on the last
page of this Tender Offer Memorandum.
In making your decision about whether or not to tender any Notes in the Offers, you should rely only on the information
contained in this Tender Offer Memorandum. We have not, and the Sole Dealer Manager and the Tender Agent have not, authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. We, the Sole Dealer Manager and the Tender Agent are not making an offer to purchase securities, and we are
not soliciting an offer to sell securities, in any jurisdiction where the offer is not permitted.

4

TABLE OF CONTENTS

The Offers ......................................................................................................................................................................1
Notice to Investors .........................................................................................................................................................6
Offer and Distribution Restrictions ................................................................................................................................7
General .........................................................................................................................................................................9
Timetable ..................................................................................................................................................................... 10
Definitions ................................................................................................................................................................... 11
Summary of the Tender Offer ...................................................................................................................................... 14
Recent Developments .................................................................................................................................................. 18
Risk Factors ................................................................................................................................................................. 19
Description of the Tender Offer ................................................................................................................................... 22
Taxation ....................................................................................................................................................................... 35
5

NOTICE TO INVESTORS
Each Holder of Notes (as defined in the Tender Offer Memorandum), by giving Instructions, will be deemed to have made
certain acknowledgments, representations and agreements as set forth under "Offer and Distribution Restrictions."
None of the Sole Dealer Manager, Deutsche Trustee Company Limited, being the trustee of the 2015/2022 Dollar Notes
and the 2015/2025 Dollar Notes, The Bank of New York Mellon, London Branch, being the trustee of the 2017/2024 Dollar Notes,
2017/2027 Dollar Notes, 2018/2025 Euro Notes, 2017/2025 Euro Notes and the 2017/2029 Euro Notes (together with Deutsche
Trustee Company Limited, the "Trustees"), or the Tender Agent makes any representation or warranty, express or implied, as to
the accuracy or completeness of any of the information in this Tender Offer Memorandum. Furthermore, none of the Sole Dealer
Manager, the Trustees or the Tender Agent is making any recommendation as to whether or not you should tender your Notes in
connection with the Offers. Each person receiving this Tender Offer Memorandum acknowledges that such person has not relied on
the Sole Dealer Manager, the Trustees or the Tender Agent in connection with its investigation of the accuracy of such information
or its investment decision.
None of the Offeror, the Sole Dealer Manager, the Trustees, the Tender Agent or any of their respective affiliates or agents
makes any representation about the legality of the acceptance of the Offers. None of the Offeror, the Sole Dealer Manager, the
Trustees, the Tender Agent and any of their respective affiliates or agents makes any recommendation as to whether Eligible Holders
of Notes should tender Notes pursuant to the Offers and, if given or made, any such recommendation may not be relied upon as
authorized by the Offeror, the Sole Dealer Manager, Trustees, the Tender Agent or any of their respective affiliates or agents. Each
prospective investor is advised to consult its own counsel and business adviser as to legal, business and related matters concerning
the acceptance of the Offers. The contents of this Tender Offer Memorandum are not to be construed as legal, business or tax advice.
The delivery of this Tender Offer Memorandum shall not in any circumstances create any implication that there has been
no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the
Offeror since the date of this Tender Offer Memorandum. Unless otherwise indicated, all information in this Tender Offer
Memorandum is given as of the date hereof. The Offeror does not undertake any obligation to update or review this Tender Offer
Memorandum, whether as a result of new information, future events or otherwise.
This Tender Offer Memorandum does not constitute a purchase offer of, or the solicitation of a tender of the Notes in any
jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this Tender Offer Memorandum comes, or who access the
Tender Offer Website (as stated below), are required by the Offeror, the Sole Dealer Manager and the Trustees to inform themselves
about and to observe any such restrictions. Neither this Tender Offer Memorandum nor the Tender Offer Website may be used for,
or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or
solicitation is not authorized or is unlawful.
We expressly reserve the absolute right, in our sole discretion, from time to time to purchase or redeem any Notes that
remain outstanding after the Expiration Deadline, or any other outstanding debt, through open market or privately negotiated
transactions, one or more additional tender offers or otherwise, on terms that may differ from those of this Tender Offer
Memorandum and could be for cash or other consideration, or to exercise any of our rights under the indentures of the Notes.
To the fullest extent permitted by law, neither the Sole Dealer Manager nor the Tender Agent accepts any responsibility
for the contents of this Tender Offer Memorandum or for any statement made or purported to be made therein. The Sole Dealer
Manager, the Trustees and the Tender Agent accordingly disclaim all and any liability, whether arising in tort or contract or otherwise
which they might otherwise have in respect of this Tender Offer Memorandum or any such statement. Neither the Sole Dealer
Manager, nor any of its affiliates, agents, directors, officers and employees accepts any responsibility to any person for any acts or
omissions of the Offeror or any of their affiliates, agents, directors, officers or employees relating to the Offers or any other document
executed in connection with the Offers, if any.
The Sole Dealer Manager is only acting for the Offeror in connection with the Offers referred to in this Tender Offer
Memorandum and no one else and will not be responsible to anyone other than the Offeror for providing the protections offered to
clients of the Sole Dealer Manager or for providing advice in relation to the Offers, this Tender Offer Memorandum or any
arrangement or other matter referred to herein.
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