Ooredoo International Finance Limited (the “Issuer”), a wholly owned subsidiary of Ooredoo Q.S.C. (“Ooredoo”), has mandated Australia and New Zealand Banking Group Limited, Citigroup Global Markets Limited, DBS Bank Ltd., HSBC Bank plc, Merrill Lynch International, Mitsubishi UFJ Securities International plc, Mizuho Securities USA Inc. and QNB Capital LLC to act as Joint Lead Managers and Bookrunners for a proposed USD denominated Rule 144A/Reg S notes (the “Notes” or the “Bonds”) offering under its USD 5,000,000,000 Global Medium Term Notes Programme (the “Programme”). The Notes will be unconditionally and irrevocably guaranteed by Ooredoo and an offering of the Notes is expected to be launched, subject to market conditions, following investor roadshows commencing 10 June 2016 in the United States, Asia, Middle East and Europe. Ooredoo is rated A2 by Moody's, A- by S&P and A+ by Fitch. The size of the bond issuance under the program will be determined following the investor roadshows.
Application has been made to the Irish Stock Exchange for the Notes issued under the Programme to be admitted to the official list and for trading on its regulated market.
Ooredoo is a leading international telecommunications company delivering mobile, fixed, broadband internet services and corporate managed services to consumers and businesses across markets in the Middle East, North Africa and Asia Pacific. As a community-focused company, Ooredoo is guided by its vision of enriching people’s lives and its belief that it can stimulate human growth by leveraging communications to help people achieve their full potential. Ooredoo has a presence in markets such as Qatar, Kuwait, Oman, Algeria, Tunisia, Iraq, Palestine, the Maldives, Myanmar and Indonesia. Ooredoo was named “Most Innovative Company of the Year – MEA Region” at the 2015 International Business Awards. Ooredoo reported revenues of USD 8.8 billion in 2015 and had a consolidated global customer base of 117.9 million customers as of 31 March 2016. Ooredoo’s shares are listed on the Qatar Stock Exchange, the Abu Dhabi Securities Exchange and the London Stock Exchange (via global depositary receipts).
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This announcement contains certain forward-looking statements with respect to certain of the Issuer’s and Ooredoo’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect management’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Issuer nor Ooredoo assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
Important Regulatory Notice
The offering is being made by means of a base prospectus [of the Issuer dated [●] 2016]
. This announcement does not constitute or form part of, and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to persons to whom, such offering, solicitation or sale would be unlawful. The Notes and the related guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities law of any state or other jurisdiction of the United States, and 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 and applicable state or local securities law. Accordingly, the Notes and the related guarantee are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A of the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. There is no assurance that the offering will be completed or, if completed, as to the terms on which it will be completed.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the “Prospectus Directive”), this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive and must not be acted on or relied on by other persons in that member state.