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JPMorgan Chase Bank Launches Offer to Purchase Cash-Settled Exchangeable Bonds Referable to Dufry Due 2021

October 10, 2018

LONDON--(BUSINESS WIRE)--Oct 10, 2018--JPMorgan Chase Bank, N.A. (the “ Offeror ”) today announces an offer to purchase (the “ Offer ”) to holders (the “ Bondholders ”) of its USD 350,000,000 zero coupon cash settled exchangeable bonds due 2021 (XS1748457352), of which USD 350,000,000 in aggregate principal amount is currently outstanding (the “ Bonds ”) on the terms described in this Press Release.

The Offeror is offering to purchase any and all of the Bonds for cash at the purchase price of USD 185,000 per USD 200,000 in principal amount of the Bonds validly tendered by Bondholders pursuant to the Offer.

J.P. Morgan Securities plc is acting as Dealer Manager and The Bank of New York Mellon, London Branch is acting as Tender Agent, each in relation to the Offer.

Timetable for the Offer

The timetable for the Offer is set out below:

Bondholders are advised to check with any bank, securities broker or other intermediary (including any Direct Participant of a Clearing System) through which they hold their Bonds as to the deadline by which such intermediary would require receipt of instructions to participate in, or withdraw their Tender Instructions to participate in, the Offer to meet the deadline set out above.

The deadline set by any such intermediary (including any Direct Participant of the Clearing Systems) is likely to be earlier than the deadline specified above.

The Offeror expressly reserves the right, in its sole discretion and subject to applicable law, at any time, to (i) extend the Expiration Deadline, (ii) retain the Bonds successfully tendered by Bondholders pursuant to the Offer and (iii) amend the other terms of the Offer in any respect. Any amendment applicable to the Offer will apply to all Bonds tendered pursuant to the Offer. If the Offeror makes a material change in the terms of an Offer or the information concerning the Offer, it will disseminate additional disclosure materials and extend the Offer to the extent required by law.

Participating in the Offer

Only Direct Participants can submit Tender Instructions. Bondholders who intend to participate in the Offer and who are Direct Participants of a Clearing System must take the actions set out below directly. Bondholders who want to participate in the Offer and who are not Direct Participants of a Clearing System must submit Tender Instructions by instructing the bank, custodian or intermediary through which they hold the Bonds. Any costs or expenses incurred by a bank, custodian or intermediary submitting Tender Instructions will be borne by the relevant Bondholder. A “ Direct Participant ” is a person shown in the records of the relevant Clearing System as a holder of the Bonds.

Instructions to tender Bonds pursuant to the Offer (“ Tender Instructions ”) should be sent to the relevant Clearing System in accordance with the usual procedures of such Clearing System. The tendering of Bonds in the Offer will be deemed to have occurred upon receipt by the Tender Agent from the relevant Clearing System of a valid Tender Instruction submitted in accordance with the requirements of such Clearing System. The receipt of such Tender Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Bonds in the Bondholder’s account with the relevant Clearing System so that no transfers may be effected in relation to such Bonds.

Tender Instructions are irrevocable upon submission except in the limited circumstances described in “ General Conditions of the Offer ”.

New Bond Offering

The Offeror also announced today the launch of an offering of cash-settled exchangeable bonds due 2021 (the “ New Bonds ”) in minimum aggregate principal amount of USD 150,000,000. The New Bonds are referable to ordinary shares of Dufry AG. Exchange rights in respect of the New Bonds will be cash-settled only.

Contact Details

Requests for information in relation to the terms of the Offer should be directed to:

J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom

Attention: J.P. Morgan equity-linked team Telephone: +44 207 134 2650 Email: Eql_LM@jpmorgan.com

Requests for information in relation to the procedures for participating in the Offer should be directed to:

The Bank of New York Mellon, London Branch

One Canada Square London E14 5AL United Kingdom Attention: Debt Restructuring Services Telephone: +44 (0) 1202 689644 Email: debtrestructuring@bnymellon.com

Inside Information

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.

GENERAL CONDITIONS OF THE OFFER

OFFER RESTRICTIONS

This Press Release does not constitute an Offer to purchase Bonds in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer 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 Offeror, the Tender Agent and the Dealer Manager to inform themselves about, and to observe, any such restrictions.

United Kingdom

The communication of this Press Release by the Offeror and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “ FSMA ”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “ FPO ”); (2) persons who fall within Article 43(2) of the FPO; or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this Press Release relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (“ France ”). Neither this Press Release nor any other document or material relating to the Offer has 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 ( personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers ); and/or (ii) qualified investors ( investisseurs qualifiés ), acting for their own account, 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 Offer. This Press Release has not been submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of the Offer, this Press Release or any other documents or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (“ Italy ”) as an exempted offer 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.

Accordingly, the Offer is only addressed to holders of Bonds located in the Republic of Italy who are “qualified investors” ( investitori qualificati ) as defined pursuant to and within the meaning of Article 100 of the Financial Services Act and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Bonds may tender their Bonds pursuant to the Offer 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. 16190 of 29 October 2007, 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 any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Offer.

Switzerland

Neither this Press Release nor any other offering or material relating to the Offer constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer.

General

This Press Release does not constitute an offer to sell or buy or a solicitation of an offer to sell or buy the Bonds, as applicable (and any participation in the Offer 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 Offer to be made by a licensed broker or dealer and any of the Dealer Manager or its affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by the Dealer Manager or its affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.

REPRESENTATIONS

By participating in the Offer, each Bondholder and any intermediary on such Bondholder’s behalf shall be deemed to agree, and acknowledge, represent, warrant and undertake to the Offeror, the Tender Agent and the Dealer Manager on the date of submission of the relevant Tender Instruction, the Expiration Deadline and the Settlement Date that:

IMPORTANT NOTICE

THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE OFFER. THIS PRESS RELEASE IS NOT AN OFFERING CIRCULAR OR PROSPECTUS OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.

THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.

ANY DECISION RELATING TO A TENDER OF THE BONDS PURSUANT TO THE OFFER SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF THE OFFEROR’S PUBLICLY AVAILABLE INFORMATION AND THE PUBLIC INFORMATION RELATING TO THE SHARES THE BONDS ARE REFERABLE TO. NONE OF THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR’S PUBLICLY AVAILABLE INFORMATION OR THE PUBLIC INFORMATION RELATING TO THE SHARES THE BONDS ARE REFERABLE TO.

THE DEALER MANAGER IS ALSO THE JOINT BOOKRUNNER FOR THE NEW BOND OFFERING. THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE OFFEROR OR MEMBERS OF THE OFFEROR’S GROUP, MAY MAKE MARKETS IN THE BONDS AND/OR THE SHARES THE BONDS ARE REFERABLE TO AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH BONDS AND SUCH SHARES.

IN CONNECTION WITH THE OFFER, THE DEALER MANAGER OR ITS AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AT THE SAME TIME AS THE OFFER OR IN SECONDARY MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.

IN CONNECTION WITH THE OFFER, THE DEALER MANAGER AND ITS AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SUBSCRIBE FOR SECURITIES OF THE OFFEROR OR DUFRY AG OR SELL THE BONDS OR ANY SHARES REFERABLE TO THE BONDS AND FOR SUCH REASON HOLD IN THEIR PORTFOLIOS, PURCHASE OR SELL SUCH BONDS OR ANY SECURITY OF THE OFFEROR OR DUFRY AG OR ANY RELATED INVESTMENT; FURTHERMORE, THEY MAY ALSO OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE CONTEXT OF THE OFFER. THE DEALER MANAGER DOES NOT INTEND TO DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.

THE DEALER MANAGER AND THE TENDER AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE OFFER AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE TENDER AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE OFFER. NEITHER THE DEALER MANAGER NOR THE TENDER AGENT OWE ANY DUTY TO ANY HOLDER OF THE BONDS. NEITHER THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS PRESS RELEASE (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE PRESS RELEASE) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR ITS SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS PRESS RELEASE OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE TENDER AGENT, THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY PUBLICITY MATERIAL RELATING TO THE OFFER IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE OFFEROR, THE TENDER AGENT AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

A PROSPECTUS IS NOT REQUIRED TO BE PUBLISHED PURSUANT TO THE PROSPECTUS DIRECTIVE.

THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE OFFER 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 OFFER TO PURCHASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS OFFER TO PURCHASE COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGER AND THE TENDER AGENT TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

View source version on businesswire.com:https://www.businesswire.com/news/home/20181009006221/en/

CONTACT: J.P. Morgan Securities plc

J.P. Morgan equity-linked team

+44 207 134 2650

Eql_LM@jpmorgan.com

or

The Bank of New York Mellon, London Branch

Debt Restructuring Services

+44 (0) 1202 689644

debtrestructuring@bnymellon.com

KEYWORD: UNITED KINGDOM EUROPE

INDUSTRY KEYWORD: PROFESSIONAL SERVICES BANKING FINANCE

SOURCE: JPMorgan Chase Bank, N.A.

Copyright Business Wire 2018.

PUB: 10/10/2018 02:24 AM/DISC: 10/10/2018 02:24 AM

http://www.businesswire.com/news/home/20181009006221/en

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