The Company has entered into agreements with Morgan Stanley & Co. International plc and UBS AG, London Branch (the 'Joint Brokers') to conduct the share buyback programme on its behalf and to make trading decisions under the programme independently of the Company. Under the terms of the programme, the maximum consideration is £1.75 billion. The programme will commence on 1 March 2019 and will end no later than 31 December 2019. The sole purpose of the programme is to reduce the ordinary share capital of the Company.
The Joint Brokers will purchase the Company's ordinary shares as principal and sell them on to the Company in accordance with the terms of their engagement. The Company intends to cancel the shares it purchases through the programme.
Any purchases of ordinary shares by the Company in relation to this announcement will be made in accordance with certain pre-set parameters set out in the terms of each Joint Broker's engagement, the general authority of the Company to repurchase shares granted by shareholders at the Company's annual general meeting held on 24 May 2018 (which permits the Company to purchase no more than 7,219,629,615 of the Company's ordinary shares), the EU Market Abuse Regulation (596/2014), the Commission Delegated Regulation (2016/1052) and Chapter 12 of the Financial Conduct Authority's Listing Rules.
For the avoidance of doubt, no repurchases will be made in the United States or in respect of the Company's American Depositary Receipts.
References in this announcement to EU regulation shall be deemed to be to the equivalent laws of the United Kingdom if the United Kingdom is no longer part of the EU.