Purchase Price and modified “Dutch Auction”
The purchase price for each US$1,000 principal amount of each series of Notes validly tendered pursuant to the Tender Offer on or prior to the Early Participation Deadline (as defined below) and accepted for purchase by the Issuer (subject to proration, if any) will reflect, as of the date of purchase, a yield to the maturity date of such series of Notes equal to the sum of (i) a Reference Yield for such series of Notes, plus (ii) a Clearing Spread for such series of Notes, which consists of (x) a Base Spread less (y) a Clearing Spread Premium (as described below) for such series of Notes, as determined pursuant to a modified “Dutch Auction” (the “ Total Consideration”). The purchase price for each US$1,000 principal amount of each series of Notes validly tendered pursuant to the Tender Offer after the Early Participation Deadline but prior to the Expiration Deadline (as defined below) and accepted for purchase by the Issuer (subject to proration, if any) will consist of the Total Consideration for that series of Notes less the Early Participation Amount (as defined below) (“ Tender Offer Consideration”).
A single Clearing Spread Premium will be calculated for both series of Notes.
For a complete description of the pricing structure and the modified “Dutch Auction” please see “ The Tender Offer—Terms of the Tender” in the Offer to Purchase.Tender Offer Period The Tender Offer commences on March 26, 2013 and will end at 5:00 p.m., New York City time, on April 25, 2013, (the “ Expiration Deadline”), unless extended by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer by way of the issue of a press release to one or more Notifying News Service(s) and via RNS. Holders wishing to participate in the Tender Offer must deliver, or arrange to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.
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