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 AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Disclosure of an inside information according to Article 17 of the Regulation (EU) No 596/2014
The Issuer is solely responsible for the content of this announcement.
Key word: Invitation to offer to sell bonds
3 October 2018
Pozsonyiú t 56.,
At the request of THE HUNGARIAN STATE ACTING THROUGH MAGYAR NEMZETI VAGYONKEZELŐ ZÁRTKÖRŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG
(HUNGARIAN NATIONAL ASSET MANAGEMENT INC.),GOLDMAN SACHS INTERNATIONAL
ANNOUNCES INVITATION TO OFFER TO SELL
any and all of the outstanding €903,800,000 3.375 per cent. Exchangeable Bonds due 2019 issued by The Hungarian State acting
through Magyar NemzetiVagyonkezelőZártkörűenműködőRészvénytársaság
(Hungarian National Asset Management Inc.)
(ISIN XS0993164895, WKN A1HTCP)
exchangeable into ordinary registered shares of Richter GedeonVegyészetiGyárNyilvánosanMűködő Rt. (Gedeon Richter Plc.)
Goldman Sachs International (the “Purchaser”) announces today its invitation to holders of the Bonds (the “Bondholders”) to offer to sell their Bonds to the Purchaser for cash at a purchase price to be determined pursuant to a Modified Dutch
Auction procedure (the “Invitation”).
The Purchaser is acting as principal in its own name at the request of The Hungarian State acting through Magyar NemzetiVagyonkezelőZártkörűenműködőRészvénytársaság
(Hungarian National Asset Management Inc.)(“MNV”) in relation to the Invitation.The Purchaser has agreed with MNV to sell any Bonds purchased pursuant to the Invitation
to MNV on or immediately after the Settlement Date(as defined below). All Bonds accepted for purchase by the Purchaser pursuant
to the Invitation and sold to MNV will be cancelled and will not be re-issued or resold.The Invitation permits MNV to pro-actively
address the maturity of the Bonds.
The Purchaser has invited Bondholders to offer to sell their Bonds in an aggregate principal amount up to the full outstanding
notional of €903,800,000. The amount per each €100,000 in aggregate principal amount of Bonds which is accepted for purchase
by the Purchaser (the “Purchase Price”) will be determined by the Purchaser, in its sole and absolute discretion and in accordance with the Modified Dutch Auction
procedure after consultation with MNV. The Purchase Price is expected to be set between €102,750 and €103,500 per €100,000
in principal amount of Bonds.
The Purchaser will also pay, in respect of Bonds accepted for purchase pursuant to the Invitation, a cash amount representing
the accrued but unpaid interest on each €100,000 in aggregate principal amount of Bonds from and including 6 June 2018, being
the immediately preceding interest payment date applicable to the Bonds, to but excluding the Settlement Date, which is expected
to amount to €1,180.33 per €100,000 principal amount of Bonds, assuming a Settlement Date of 12 October 2018 (the “Accrued Interest Payment”).
MNV has agreed to pay an amount equal to the aggregate Purchase Price and any Accrued Interest Payment in relation to Bonds
accepted for purchase pursuant to the Invitation to the Purchaser on or prior to the Settlement Date and settlement of any Bonds accepted for purchase by the Purchaser will be subject to its receipt of such amount.
The Invitation is expected to close at 4.00 pm London time / 5.00 pm CET, on 5 October 2018, subject to the right of the Purchaser
to close or extend, in its sole and absolute discretion (after consultation with MNV), the Invitation at any time. An announcement
of the results of the Invitation, including among other matters, the final aggregate principal amount of the Bonds accepted
for purchase, the Purchase Price and any pro rata scaling, is currently expected to be made as soon as reasonably practicable after the closing of the Invitation, on the website
of MNV (www.mnvzrt.hu).
Bondholders are advised that, following the Settlement Date, the Purchaser at its discretion (after consultation with MNV)
and/or MNV may purchase additional Bonds.If 15 per cent.or fewer of the aggregate principal amount of the Bonds originally
issued remain outstanding at any time on or after the Settlement Date, the Purchaser understands that MNV intends to exercise
its option to redeem the Bonds in accordance with the terms and conditions of the Bonds.
Goldman Sachs International and Equilor Investment Company Limited by shares(“Equilor Investment”) are acting as Dealer Managers in connection with the Invitation (the “Dealer Managers”). A Bondholder may submit offers to sell Bonds pursuant to the Invitation to Goldman Sachs International only. Bondholders
will not be able to submit indications of interest or offers through Equilor Investment, Euroclear Bank SA/NV or Clearstream
Settlement of the Invitation is expected to occur on 12 October 2018 (the “Settlement Date”). Goldman Sachs International is acting as settlement agent and, subject to receipt of funds from MNV, will conduct settlement
on the Settlement Date in relation to any Bonds accepted for purchase by the Purchaser pursuant to the Invitation.
Description of the Invitation
The Invitation provides for the launch by the Purchaser of an invitation to Bondholders to participate in a Modified Dutch
Auction according to the terms and conditions set out below:
Description of Bonds: €903,800,000 3.375 per cent. Exchangeable Bonds due 2 April 2019 issued by The Hungarian State acting through Magyar NemzetiVagyonkezelőZártkörűenműködőRészvénytársaság
(Hungarian National Asset Management Inc.)
Purchaser: Goldman Sachs Internationalacting as principal in its own name at the request of The Hungarian State acting through Magyar
NemzetiVagyonkezelőZártkörűenműködőRészvénytársaság (Hungarian National Asset Management Inc.)
Rationale for the Invitation: To pro-actively address the maturity of the Bonds
Aggregate Principal Amount of the Outstanding Bonds: €903,800,000
Minimum Purchase Price: €102,750 per €100,000 in aggregate principal amount of the Bonds
Maximum Purchase Price: €103,500 per €100,000 in aggregate principal amount of the Bonds
Accrued Interest Payment: €1,180.33 per €100,000 in aggregate principal amount, based on expected Settlement Date of 12 October 2018
The Invitation procedure requires that the tendering Bondholders specify the aggregate principal amount of Bonds that they
are willing to offer for sale and the offer price they would accept (the “Offer Price”), subject to the Minimum Purchase Price and the Maximum Purchase Price.
Upon expiration of the Invitation, if any Bonds are purchased, on the basis of the amount of the Bonds tendered and the Offer
Price proposed by the tendering Bondholders, the Purchaser (after consultation with MNV) will determine the final purchase
price which will be the same for all Bonds subject to purchase, subject to the Minimum Purchase Price and the Maximum Purchase
Price, and the amount of Bonds subject to repurchase at its sole discretion (the “Final Acceptance Amount”).
A mechanism for pro rata allocation is also provided for if the amount of Bonds tendered at Offer Prices at or below the Purchase Price is higher than
the Final Acceptance Amount. In this case, the Purchaser will accept the Bonds in the following order of priority: (i) all
Bonds offered at Offer Prices equal to or below the Minimum Purchase Price, subject to possible pro-rata allocation in the
event that such offers have been made in a greater principal amount than the Final Acceptance Amount; (ii) all Bonds offered
at Offer Prices above the Minimum Purchase Price but below the Purchase Price; and (iii) all Bonds offered at Offer Prices
equal to the Purchase Price, subject to a mechanism for pro-rata allocation to the extent such offers, when aggregated with
all the offers referred to in (i) and (ii) above and accepted for purchase, results in a greater principal amount than the
Final Acceptance Amount.
The Invitation will follow the timetable set out below:
Invitation Launch Date: 3 October 2018
Invitation Expiration Deadline: 5 October 2018, 4.00 pm London time / 5.00 pm CET
Announcement of the Invitation Results: As soon as reasonably practicable after the Invitation Expiration Deadline
Invitation Settlement Date: expected on 12 October 2018
The Purchaser may, in its sole discretion (after consultation with MNV), extend, re-open, amend, waive any condition of, or
terminate the Invitation at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for
purchase in the Invitation (subject to applicable law).
The Invitation will involve solicitation of certain Bondholders, to indicate their interest to offer to sell their Bonds to
the Purchaser subject to the Offer and Distribution Restrictions set out below.
The Invitation is governed by English law.
Holders are advised to read the Invitation Term Sheet dated 3 October 2018 in its entirety prior to making a decision on whether
or not to participate in the Invitation.
Information on the Bonds
On 6 December 2013, MNV issued exchangeable bonds for an aggregate principal amount of €903,800,000 due 2 April 2019. The
Bonds have a nominal value of €100,000 each and are listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange and the Open Market (Freiverkehr) segment of the Stuttgart Stock Exchange.
The Bonds are governed by English law.
Further Information on the Invitation
Bondholders may only submit an indication of interest to Goldman Sachs International. Bondholders will not be able to submit
indications of interest or offers through Equilor Investment, Euroclear Bank SA/NV or Clearstream Banking S.A.
Requests for information in relation to the Invitation, copies of the Invitation Term Sheet and the procedures for tendering
Bonds in the Invitation and settlement process should be directed to:
GOLDMAN SACHS INTERNATIONAL
133 Fleet Street
London EC4A 2BB
Telephone: +44 (0) 20 7774 3408
Attention: Equity Syndicate
This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within
the meaning of Article 7(1) of the EU Market Abuse Regulations.
This press release contains important information which should be read carefully before any decision is made with respect
to the Invitation. If any Bondholder is in any doubt as to the action it should take or is unsure of the impact of the Invitation,
it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds
are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such
entity if it wishes to tender Bonds in the Invitation. None of the Purchaser, MNV or the Dealer Managers are providing Bondholders
with any legal, business, tax or other advice in this press release or in respect of the Invitation. Bondholders should consult
with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally
permitted to offer Bonds for cash.
Each Bondholder is solely responsible for making its own independent appraisal of all matters as such Bondholder deems appropriate
(including those relating to the Invitation) and each Bondholder must make its own decision as to whether to tender any or
all of its Bonds for purchase pursuant to the Invitation. Neither the Dealer Managers nor any of their respective directors,
employees or affiliates makes any representation or recommendation whatsoever regarding this press release or the Invitation,
and neither of the Purchaser, MNV, the Dealer Managers nor their respective directors, employees or affiliates makes any recommendation
as to whether holders of Bonds should tender Bonds for purchase pursuant to the Invitation. The Dealer Managers are acting
on behalf of the Purchaser and MNV and no one else in connection with the Invitation and will not be responsible to any other
person for providing the protections afforded to clients of the Dealer Managers, or for providing advice in connection with
No person has been authorised to give any information or to make any representation other than those contained in this press
release in connection with the Invitation and, if given or made, such information or representation must not be relied upon
as having been authorised by the Purchaser, MNV or the Dealer Managers. Neither the delivery of this press release nor any
purchase of Bonds pursuant to the Invitation shall, under any circumstances, constitute a representation or create any implication
that there has been no change in the affairs of MNV since the date of this press release or that the information contained
in this press release is correct as of any time subsequent to the date of this press release.
Subject to applicable laws, the Purchaser and/or MNV and their respective affiliates may at any time and from time to time,
following completion of the Invitation, purchase remaining outstanding Bonds by tender, in the open market or by private agreement,
or, in the case of MNV, redeem the Bonds by exercising the call option under the terms and conditions of the Bonds, in each
case, on such terms and at such prices as the Purchaser(after consultation with MNV) and/or MNV(as applicable) or their respective
affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant
to the Invitation.
INVITATION AND DISTRIBUTION RESTRICTIONS
This press release does not constitute an invitation to participate in the Invitation in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable
securities laws. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose
possession this press release comes are required by each of the Purchaser, MNV and the Dealer Managers to inform themselves
about and to observe any such restrictions.
This press release has not been filed with, or reviewed by, any national or local securities commission or regulatory authority
of the United States, the United Kingdom, Italy, France and Belgium or any other jurisdiction, nor has any such commission
or authority passed upon the accuracy or adequacy of this press release. Any representation to the contrary may be unlawful
and may be a criminal offence.
The Invitation is not being carried out and will not be carried out, directly or indirectly in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities
exchange of, the United States or to, or for the account or benefit of, U.S. Persons (within the meaning of Regulation S under
the United States Securities Act of 1933, as amended (the “Securities Act”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other
forms of electronic communication.
The Bonds may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United
States or by persons located or resident in the United States, as defined in Regulation S of the Securities Act (each a “U.S. Person”). Accordingly, copies of this document and any other documents or materials relating to the Invitation are not being, and
must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation,
by custodians, nominees or trustees) in or into the United States or to any U.S. Persons. Any tender by a holder of the Bonds
in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any tender by
a holder of the Bonds in the Invitation made by a U.S. Person or from within the Unites States or from any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States
will be invalid and will not be accepted.
Each Bondholder participating in the Invitation will represent that it is not a U.S. Person and is not participating in the
Invitation from the United States, or it is acting on a non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Invitation from the United States. For the purposes of this and the
above paragraph, "United States" means the United States of America, 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 of America and the District
This communication and the communication of any other documents or materials relating to the Invitation is being made by Goldman
Sachs International which is regulated by the Bank of England’s Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”) and is being distributed only to investment professionals and persons having professional experience in matters relating
to investments each within the meaning of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the
“Order”) or other persons to whom it can lawfully be communicated under that order. This communication is not addressed to or directed
at any other person, including any retail clients within the meaning of the FCA rules and such other persons should not act
or rely on it. Recipients of this communication and any other documents or materials relating to the Invitation should note
that the Purchaser is acting for the MNV and no one else in connection with the Invitation to which this communication relates
and will not be responsible to any other person other than MNV for providing the protections afforded to clients of Goldman
Sachs International or for providing advice in relation to the offer.
None of the Invitation, this document or any other documents or materials relating to the Invitation have been or will be
submitted to the clearance procedure of the CommissioneNazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Invitation is being carried out in the Republic of Italy as exempted offers pursuant to article 101 -bis, paragraph 3-bis
of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999 (as amended from time to time) (“Regulation No. 11971”). Accordingly, no tenders by the holders of the Bonds may be collected, nor any other materials relating to the Invitation
may be distributed in the Republic of Italy except to qualified investors (investitoriqualificati), as defined pursuant to Article 100 of the Financial Services Act and Article 34-ter, first paragraph, letter b) of Regulation
Bondholders, or beneficial owners of the Bonds, can tender some or all of their Bonds pursuant to the Invitation through authorised
persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements
imposed by CONSOB or the Bank of Italy.
The Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this press release nor any other documents or materials relating to the Invitation have been or shall be distributed
to the public in France and only (i) providers of investment services relating to portfolio management for the account of
third parties (personnesfournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseursqualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Invitation. This
press release and any other document or material relating to the Invitation have not been and will not be submitted for clearance
to nor approved by the Autorité des marchés financiers.
Neither this press release nor any other documents or materials relating to the Invitation have been submitted to or will
be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Invitation
may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007
on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission
to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the Invitation will
not be extended, and neither this press release nor any other documents or materials relating to the Invitation (including
any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of
Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article
6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. This press release has been issued only
for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the
information contained in this press release may not be used for any other purpose or disclosed to any other person in Belgium.
Neither this press release nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer
to sell Bonds (and tenders of Bonds for purchase pursuant to the Invitation will not be accepted from Bondholders) in any
circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other
laws require the Invitation to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in any such jurisdiction, such Invitation shall be deemed to be made by the Dealer Managers
or such affiliate, as the case may be, on behalf of the Purchaser in such jurisdiction.