Exchange Offer for Notes Issued in 2015 - Amendment to Minimum Coupon Rate

Disclaimer
Important Notice

This announcement must be read in conjunction with the Exchange Offer Memorandum (for Eligible Holders as described below) distributed separately. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer and Consent Solicitation. Each holder is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender its Existing Notes or deliver a Consent in connection with the Exchange Offer and Consent Solicitation. None of the Dealer Managers, the Trustees or the Information Agent is making any recommendation as to whether or not any individual or company should tender its Existing Notes or deliver a Consent in connection with the Exchange Offer and Consent Solicitation.

Nothing in this announcement, the Exchange Offer Memorandum constitutes an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction where it is unlawful to do so. Persons into whose possession this announcement and/or the Exchange Offer Memorandum come are required to inform themselves about, and to observe, any such restrictions.

Each Eligible Holder participating in the Exchange Offer will be deemed to have represented to various matters described in the Exchange Offer Memorandum, including that it is an Eligible Holder as described below. Each direct participant in Euroclear or Clearstream, by tendering their Existing Notes, will be deemed to have given authority to the relevant Clearing System to provide details concerning such direct participant's identity to the Information Agent.

By giving Tender Instructions, holders will be deemed to make a series of representations, warranties and undertakings, which are set out in the Exchange Offer Memorandum. Only Eligible Holders who have, or on whose behalf their brokers, dealers, custodians, trust companies or other nominees have, completed the procedures described in the Exchange Offer Memorandum are eligible to participate in the Exchange Offer.

The Exchange Offer is being made, and the Exchange Notes and related Note Guarantees are being offered and issued, only to Eligible Offerees who hold Existing Notes through the Clearing Systems (“Eligible Holders”) and who have represented to SBG that they are eligible to participate in the Exchange Offer. “Eligible Offerees” are herein defined as persons who fall within all the following criteria:

• (a).
  non-U.S. persons located outside the United States or dealers or other professional fiduciaries in the United States acting on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States, as those terms are defined in Regulation S under the U.S. Securities Act,
• (b).
  persons other than retail investors in the European Economic Area, defined as a person who is one (or more) of: (ⅰ) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID Ⅱ”); or (ⅱ) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID Ⅱ; or (ⅲ) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”),
• (c).
  persons who are beneficial owners that are, for Japanese tax purposes, neither individual residents of Japan or Japanese corporations, nor individuals non-resident of Japan or non-Japanese corporations that in either case are specially related persons of SBG as described in Article 6, Paragraph (4) of the Special Taxation Measures Act; and (ⅱ) who are not residents in Japan for Japanese securities law purposes (including a natural person having his/her place of domicile or residence in Japan, a legal person having its main office in Japan or any branch, agency or other office in Japan of a non-resident (irrespective of whether it is legally authorized to represent its principal or not and even if its main office is located in a country other than Japan)),
• (d).
  non-residents of Canada; provided that a discretionary account held for the benefit or account of a person or company resident in Canada by an investment manager or similar fiduciary outside Canada is not a resident of Canada for this purpose, and
• (e).
  persons into whose possession the Exchange Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which they are located.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not, and is not intended to be, an offer of securities of SBG for sale, or the solicitation of an offer to buy securities of SBG, in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act, or any state securities laws of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption under, or in a transaction not subject to, the U.S. Securities Act. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of the securities referred to herein is being or will be made in the United States.