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BN 11/21 16:43 *CREDIT AGRICOLE SAYS BONDS WILL HAVE 3-YEAR MATURITY
BN 11/21 16:43 *CREDIT AGRICOLE SAYS BONDS EXCHANGEABLE FOR 5.1M EURAZEO SHARES
BFW 11/21 16:42 *CREDIT AGRICOLE TO SELL 3.2M EURAZEO SHARES IN PLACEMENT
BN 11/21 16:42 *CREDIT AGRICOLE TO SELL BONDS EXCHANGEABLE FOR EURAZEO SHARES
BN 11/21 16:41 *CREDIT AGRICOLE TO SELL 3.2 MLN EURAZEO SHARES IN PLACEMENT
BN 11/21 16:41 *CREDIT AGRICOLE TO SELL 3.2 MLN EURAZEO SHARES
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CREDIT AGRICOLE SA: CREDIT AGRICOLE SA announces the launch of a combined placement of Eurazeo shares and zero coupon bonds
2013-11-21 16:40:03.622 GMT
CREDIT AGRICOLE SA: CREDIT AGRICOLE SA announces the launch of a combined
placement of Eurazeo shares and zero coupon bonds exchangeable for Eurazeo
shares.
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, OR
JAPAN.
This press release may not be distributed, directly or indirectly, in the
United States of America. It does not constitute an offer to purchase or to
subscribe in the United States of America.
This press release does not constitute an offer to sell or the solicitation of
an offer to purchase or to subscribe the Eurazeo shares or the Bonds (as
defined below) in the United States of America. Neither the Eurazeo shares nor
the Bonds referred to in this press release may be offered or sold in the
United States of America unless they are registered under the U.S. Securities
Act of 1933, as amended, or they are exempt from such registration
requirements. Crédit Agricole S.A. does not intend to register all or any
portion of the offering of the Eurazeo shares or the Bonds in the United
Statesof America or to conduct a public offering of the Eurazeo shares or the
Bonds in the United Statesof America.
Press release
Placement of a minimum of 3,200,000Eurazeo shares
and
Issue of zero coupon bonds due 2016 exchangeable for a maximum of 5,084,582
Eurazeo shares
Paris, November 21, 2013 - Under its balance sheet optimization policy, Crédit
Agricole S.A., which holds approximately 18.25 % of the share capital of
Eurazeo, announces the combined launch of a placement of Eurazeo shares and an
issue of zero coupon bonds exchangeable for Eurazeo shares, together relating
to an initial number of approximately 8.3 million Eurazeo shares.
The placement of an initial number of 3,200,000 Eurazeo shares (the "Shares")
will be carried out by way of a private placement through an accelerated
bookbuilding process (the "Share Placement").
An offering by Crédit Agricole S.A. (the "Issuer") of zero coupon bonds
exchangeable for existing shares of Eurazeo due 2016 (the "Bonds") will be
carried out by way of a private placement through an accelerated bookbuilding
process (the "Bond Issue").
The underlying shares of the Bond Issue represent a maximum of 5,084,582
existing shares of Eurazeo (including the over-allotment option granted to the
Joint Bookrunners representing approximately 15 % of the initial size of the
Bond Issue).
The nominal value of each Bond will correspond to a premium of 22 % compared
to the sale price of the Shares under the Share Placement.
The Bonds will not bear interest (zero coupon) and will have a 3-year maturity
(except in case of an early redemption). They will be redeemed at par at
maturity (except in case of an early redemption), subject to the Issuer's
option to deliver existing shares of Eurazeo and an additional amount in cash.
The Bonds will be issued at a price comprised between 100 % and 103 % of their
nominal value, corresponding to a gross yield to maturity comprised between
-0.98 % and 0 %.
Bondholders may exercise their right to exchange their Bonds for Eurazeo
shares at a ratio of one Eurazeo share per Bond, subject to any subsequent
adjustments, in particular relating to transactions affecting Eurazeo's share
capital, and subject to the Issuer's option to pay in cash all or part of the
value of the Eurazeo shares instead of delivering such shares.
The proceeds of the Share Placement and the Bond Issue will be used for
general funding purposes of Crédit Agricole S.A. group.
The Share Placement and the Bond Issue are managed by Crédit Agricole
Corporate and Investment Bank as sole Global Coordinator and Joint Bookrunner
and Goldman Sachs International as Joint Bookrunner (together, the "Joint
Bookrunners").
The Shares and the Bonds are being offered exclusively by way of a private
placement in France and outside France, with the exception of the United
States of America, Canada, Australia and Japan.
Settlement for the Share offering will take place three trading days after the
determination of the price of the Share Placement.
Settlement for the Bond offering is expected to take place on 6 December 2013.
An application will be made for the admission of the Bonds to trading on the
Euro MTF market of the Luxembourg Stock Exchange.
Crédit Agricole S.A. has entered into a lock up agreement relating to the
shares of Eurazeo that it will continue to hold following the closing of the
Share Placement, for a period of 90 calendar days, subject to certain
customary exceptions including the consent of the Joint Bookrunners.
Press Relations Investors Relations +33 (0) 1 43 23 04
31
Anne-Sophie Gentil +33 (0)1 43 23 37
51 Denis Kleiber +33 (0)1 43 23 26 78
Louise Tingström +44 7899 066995 Nathalie Auzenat +33 (0)1 57 72 37 81
Sébastien Chavane +33 (0)1 57 72 23 46
Fabienne Heureux +33 (0)1 43 23 06 38
Aleth Degrand +33 (0)1 43 23 23 81
Marie-Agnès Huguenin +33 (0)1 43 23 15
99
Laurence Gascon +33 (0)1 57 72 38 63
Aurélie Marboeuf + 33 (0)1 57 72 38 05
Disclaimer
This press release may not be distributed, directly or indirectly, in the
United States of America.
This press release does not constitute an offer to sell or the solicitation of
an offer to purchase or to subscribe the Eurazeo shares (as defined above) or
the Bonds (as defined above) in the United States of America, Canada,
Australia, or Japan.
No communication or information relating to the Share Placement (as defined
above) and/or the Bond Issue (as defined above) may be distributed to the
public in a country where a registration obligation or an approval is
required. No action has been or will be taken in any country where such action
would be required. The Placement and the Bond Issue may be subject to specific
legal and regulatory restrictions in certain jurisdictions; Crédit Agricole
S.A. accepts no liability in connection with a breach by any person of such
restrictions.
This press release does not constitute an advertisement or a prospectus within
the meaning of the Prospectus Directive (as defined hereinafter).
This press release does not, and shall not, in any circumstances, constitute
an offer to the public of the Eurazeo shares and/or the Bonds by Crédit
Agricole S.A. noran invitation to the public in connection with any offerin
any jurisdiction, including France.
European Economic Area
With respect to the Member States of the European Economic Area (the "Member
States") which have implemented the Prospectus Directive, no action has been
undertaken and will be undertaken to make an offer to the public of the
Eurazeo shares and/or the Bonds requiring a publication of a prospectus in any
Member State. As a result, the Eurazeo shares and/or the Bonds may only be
offered in Member States:
a. to qualified investors, as defined in the Prospectus Directive; or
b. to fewer than 100 or, if the relevant Member State has implemented the
relevant provision of the 2010 PD Amending Directive, 150, natural or
legal persons (other than qualified investors as defined in the Prospectus
Directive) by relevant Member State; or
c. in circumstances falling within Article 3(2) of the Prospectus Directive;
and provided that no such offer of Bonds referred to in (a) to (c) above shall
require Crédit Agricole S.A. or the Joint Bookrunners to publish a prospectus
pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive.
For the purposes of this paragraph, as defined in the Prospectus Directive (i)
the expression an "offer to the public of the Eurazeo shares and/or the Bonds"
in a relevant Member State, which has implemented the Prospectus Directive (as
defined below), means any communication in any form and by any means of
sufficient information on the terms of the offer of the Eurazeo shares and/or
the Bonds and on the Bondsto be offered, so as to enable an investor to
decide, as the case may be, to purchase the Eurazeo shares or to purchase or
subscribe the Bonds, as the same may be varied in that Member State, (ii) the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented
in the relevant Member State), and includes any relevant implementing measure
in the relevant Member State and (iii) the expression "2010 PD Amending
Directive" means Directive 2010/73/EU and includes any relevant implementing
measure in the relevant Member State.
France
The Eurazeo shares and the Bonds have not been and will not be offered or
sold, directly or indirectly, to the public in France. The Eurazeo shares and
the Bonds will be offered or sold in France only to (x) persons providing
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 (y) qualified investors
(investisseurs qualifiés) acting for their own account, and/or (z) to a
restricted circle of investors (cercle restreint d'investisseurs), with the
meanings ascribed to them in, and in accordance with, Articles L. 411-1, L.
411-2, D. 411-1 and D.411-4 of the French Code monétaire et financier and
applicable regulations thereunder.
United Kingdom
This press release is only directed at (i) persons who are not located in the
United Kingdom, (ii) investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); (iii) persons falling within Article 49(2)(a) to (d)
(high net worth entities, non-incorporated associations, etc.) of the Order,
or (iv) persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the Financial Services and
Markets Act 2000 (the "FSMA")) in connection with the offer to purchase the
Eurazeo shares and/or issue or sale of the Bonds and, if any, the Eurazeo
underlying shares (together being referred to as the "Securities"), may
otherwise lawfully be communicated (all such persons mentioned in paragraphs
(i), (ii), (iii) and (iv) above, together being referred to as "Relevant
Persons"). The Securities are only available to Relevant Persons, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such Securities will be addressed or concluded only with Relevant Persons. Any
person that is not a Relevant Person must abstain from using or relying on
this press release and the information contained therein.
This press release does not constitute a prospectus and has not been approved
by the Financial Conduct Authority or by another United Kingdom regulatory
authority falling within Section 85 of the FSMA.
United States of America
This press release may not be published, distributed or transmitted in the
United States of America (including their territories and dependencies, any
State of the United States of America and the district of Columbia). This
press release does not constitute an offer to sell or the solicitation of an
offer to purchase or to subscribe the Bonds or the Eurazeo shares in the
United States of America. Neither the Bonds nor the Eurazeo shares have been,
or will be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), nor may they be offered or sold in the United States of
America, except pursuant to an exemption from the registration requirements of
the Securities Act. In addition, the Bonds and the Eurazeo shares will be
offered or sold outside of the United States of America in offshore
transactions in accordance with Regulation S of the Securities Act. Crédit
Agricole S.A. does not intend to register all or any portion of the offering
of the Bonds or the Eurazeo shares in the United States of America or to
conduct a public offering of the Bonds or the Eurazeo shares in the United
States of America.
Canada, Australia and Japan
Neither the Eurazeo shares nor the Bonds have been offered or sold nor may be
offered, sold or purchased in Canada, Australia or Japan.
Stabilisation
In connection with the Bond Issue, Crédit Agricole Corporate and Investment
Bank, acting as stabilising manager (or any person acting on behalf of the
stabilising manager) may over-allot the Bonds or effect transactions with a
view to supporting the market price of the Bonds or of the Eurazeo shares at a
level higher than that which might otherwise prevail. However, there is no
assurance that the stabilising manager (or any person acting on behalf of the
stabilising manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of
the final terms of the offer is made and, if begun, may be ended at any time,
but it must end no later than the earlier of (i) 30 days after the issue date
of the Bonds and (ii) 60 days after the date of the allotment of the Bonds.
Any stabilisation action or over-allotment must be conducted by the
stabilising manager (or any person acting on behalf of the stabilising
manager) in accordance with all applicable laws and rules.
Such interventions may stabilize the price of the Bonds or of the Eurazeo
shares. Such stabilisation activities may also affect the price of Eurazeo
shares and of the Bonds and could result in a market price that is higher than
would otherwise prevail.
EUROPE CP Launch EN