The maximum aggregate principal amount of Notes that the Issuer will accept in the Tender Offer is US$1,000,000,000, subject to the Issuer’s right, but not obligation, to increase or decrease the Tender Cap in its sole and absolute discretion without extending the Withdrawal Deadline (as defined below) or the Early Participation Deadline.
Any increase or decrease in the Tender Cap during the Tender Offer will be announced by the issue of a press release to one or more Notifying News Service(s) and via RNS. If the Tender Cap is increased or decreased and there are fewer than 10 business days until the scheduled Expiration Deadline, the Tender Offer will be extended so that at least 10 business days remain until the Expiration Deadline.
Notes that are not successfully tendered for purchase pursuant to the Tender Offer and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Notes.Proration In the event that the purchase of all Notes validly tendered prior to the Early Participation Deadline would cause the Issuer to accept an aggregate principal amount of Notes in excess of the Tender Cap, then the Tender Offer will be oversubscribed at the Early Participation Deadline, and the Issuer will accept for payment (a) first, all Notes validly tendered prior to the Early Participation Deadline with a Bid Spread that results in a Bid Premium less than the Clearing Spread Premium; and (b) then, all Notes validly tendered prior to the Early Participation Deadline with a Bid Spread that results in a Bid Premium equal to the Clearing Spread Premium (to the extent such acceptance would not result in an aggregate principal amount of Notes in excess of the Tender Cap being accepted) on a prorated basis using a single proration factor across both series of Notes.
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