Regulatory News:
Rémy Cointreau (Paris:RCO):
THIS PRESS RELEASE MAY NOT BE PUBLISHED,
FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM
A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR
EXEMPT FROM REGISTRATION. THE SECURITIES OF RÉMY COINTREAU
MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER
THE U.S. SECURITIES ACT AND RÉMY COINTREAU DOES NOT INTEND TO MAKE
A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES.
Rémy Cointreau S.A. (“Rémy Cointreau” or the “Company”), a
leading operator of the global wine and spirit market, has today
successfully completed a private placement to institutional
investors, of bonds convertible into new shares and/or exchangeable
for existing shares (the “OCEANEs”), maturing on 7 September 2026
for a nominal amount of EUR 275 million.
The offering of OCEANEs is notably made for the refinancing of
the EUR 205 million bonds issued in 2010 and maturing in December
2016 as well as for the general financing purposes of the
Company.
The nominal value per OCEANE represents an issue premium of 40%
over the reference share price1 of the Company’s shares on the
regulated market of Euronext in Paris.
The holders of OCEANEs (the “Bondholders”) will be granted a
conversion right of the OCEANEs into new and/or existing Rémy
Cointreau shares with an initial conversion ratio of one share per
OCEANE, subject to future adjustments.
The OCEANEs will bear interest at an annual nominal rate of
0.125% payable annually in arrears on 7 September of each year (or
the following business day if this date is not a business day), and
for the first time on 7 September 2017 (or on the following
business day if this date is not a business day).
The OCEANEs will be issued at par on 7 September 2016, the
expected date for the settlement and delivery of the OCEANEs, and
will be redeemed at par on 7 September 2026. Under certain
conditions, the OCEANEs may be redeemed early at the option of Rémy
Cointreau. In particular, the OCEANEs may be redeemed early at the
option of the Company from 30 September 2021 if the arithmetic
average of the products of the opening share price of Rémy
Cointreau’s shares on the regulated market of Euronext in Paris and
the then prevailing conversion ratio (over a 20 trading day period)
exceed 130% of the nominal value of the OCEANEs. In addition every
Bondholder will have the option to ask for repayment of the OCEANEs
on 7 September 2023 or if a change of control of the Company
occurs, at their nominal value plus accrued interest.
Considering the offering of OCEANEs of EUR 275 million,
represented by 2,484,191 OCEANEs of a nominal unit value of EUR
110.70, maximum dilution would represent 5.1% of the outstanding
share capital, should the Company decide to exclusively deliver new
shares upon conversion at maturity.
The placement has been conducted in accordance with Article
L.411-2 II of the French Monetary and Financial Code (Code
monétaire et financier), as per the twentieth authorization granted
by the Company’s extraordinary general meeting held on 26 July
2016, through a private placement in France and/or outside France,
excluding the United States of America, Canada, Australia and
Japan.
Existing shareholders of Rémy Cointreau have no preferential
subscription rights (or priority rights) with respect to the
OCEANEs or the underlying shares.
The offering of OCEANEs is not subject to a prospectus approved
by the French Financial Market Authority (Autorité des marchés
financiers - AMF). Detailed information on Rémy Cointreau,
including its business, results, prospects and related risk factors
are described in the Company’s reference document filed with the
AMF on 27 June 2016 under the number D.16-0639, which is available
together with all the press releases and other regulated
information about the Company, on the Company’s website
(www.remy-cointreau.com). The settlement and delivery is expected
to take place on 7 September 2016.
An application for the listing of the OCEANEs on the Open Market
(Freiverkher) of the Frankfurt Stock Exchange will be made. Such
listing will occur within 1 month after the issue date expected to
occur on 7 September 2016.
In the context of the offering, Rémy Cointreau agreed to a
lock-up undertaking ending 90 calendar days after the settlement
and delivery date of the OCEANEs, subject to certain exceptions or
to the prior agreement of the Global Coordinators and Joint
Bookrunners.
This press release does not constitute or form part of any offer
or solicitation to purchase or subscribe for or to sell securities
and the offering of the OCEANEs is not a public offering in any
jurisdiction including France.
About Rémy Cointreau
The Rémy Cointreau Group is a leading operator in the global
Wine & Spirits market with sales of €1,050.7 million for the
year ended 31 March 2016 and approximately 1,800 employees. Rémy
Cointreau, whose origins in the Charente region date back to 1724,
is the result of the merger in 1990 of the holding companies of the
Hériard Dubreuil and Cointreau families, which controlled E. Rémy
Martin & Cie SA and Cointreau & Cie SA respectively. It
owns a portfolio of global, upmarket brands, including the Rémy
Martin and Louis XIII cognacs, the Cointreau and Passoã liqueurs as
well as the Metaxa, Mount Gay, St-Rémy, Bruichladdich and The
Botanist spirits. Rémy Cointreau is listed on NYSE Euronext
Paris.
Important Information
This press release may not be published, distributed or released
directly or indirectly in the United States of America, Canada,
Australia or Japan.
No communication or information relating to the issuance of the
OCEANEs may be transmitted to the public in a country where there
is a registration obligation or where an approval is required. No
action has been or will be taken in any country in which such
registration or approval would be required. The issuance or the
subscription of the OCEANEs may be subject to legal and regulatory
restrictions in certain jurisdictions. Rémy Cointreau assumes no
liability in connection with the breach by any person of such
restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Directive 2003/71/EC of the European
Parliament and the Council of 4 November 2003 as amended, as
implemented in each member state of the European Economic Area (the
“Prospectus Directive”).This press release is not, and shall not be
viewed as, an offer to the public, an offer to subscribe or
designed to solicit interest for purposes of an offer to the public
in any jurisdiction, including France.
The OCEANEs have been offered only by way of a private placement
in France and/or outside France (excluding the United States of
America, Canada, Australia or Japan) to qualified investors,
without an offer to the public in any country (including
France).
European Economic Area
With respect to the Member States of the European Economic Area
which have implemented the Prospectus Directive (the “Relevant
Member States”), no action has been undertaken or will be
undertaken to make an offer to the public of the OCEANEs requiring
a publication of a prospectus in any Relevant Member State. As a
result, the OCEANEs may only be offered in Relevant Member
States:
(a) to any legal entity which is a qualified investor as defined
in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive); or
(c) in any other circumstances falling within Article 3(2) of
the Prospectus Directive.
For the purposes of this paragraph, (i) the expression “offer to
the public of OCEANEs” in any Relevant Member State, means any
communication, to individuals or legal entities, in any form and by
any means, of sufficient information on the terms and conditions of
the offering and on the OCEANEs to be offered, thereby enabling an
investor to decide to purchase or subscribe for the OCEANEs, as the
same may be varied in that Member State.
These selling restrictions with respect to Member States apply
in addition to any other selling restrictions which may be
applicable in the Member States.
France
The OCEANEs have not been and will not be offered or sold or
cause to be offered or sold, directly or indirectly, to the public
in France. Any offer or sale of the OCEANEs and distribution of any
offering material have been and will be made in France only to (a)
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 (b) qualified investors (investisseurs
qualifiés), other than individuals, acting for their own account,
as defined in, and in accordance with, Articles L. 411-1, L. 411-2
and D.411-1 of the French monetary and financial code (Code
monétaire et financier).
United Kingdom
This press release is addressed only (i) to persons located
outside the United Kingdom, (ii) to investment professionals as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Order”), (iii) to
people designated by Article 49(2) (a) to (d) of the Order or (iv)
to any other person to whom this press release could be addressed
pursuant to applicable law (the persons mentioned in paragraphs
(i), (ii), (iii) and (iv) all deemed relevant persons (the
“Relevant Persons”). The OCEANEs and, if applicable, the shares of
Rémy Cointreau to be delivered upon exercise of the conversion
rights (the “Financial Instruments”) are intended only for Relevant
Persons and any invitation, offer of contract related to the
subscription, tender, or acquisition of the Financial Instruments
may be addressed and/or concluded only with Relevant Persons. All
persons other than Relevant Persons must abstain from using or
relying on this document and all information contained therein.
This press release is not a prospectus which has been approved
by the Financial Services Authority or any other United Kingdom
regulatory authority for the purposes of Section 85 of the
Order.
United States of America
This press release may not be published, distributed or
transmitted in the United States of America (including its
territories and dependencies, any State of the United States of
America and the district of Columbia).This press release does not
constitute or form a part of any offer or solicitation to purchase
for securities in the United States of America. The securities
mentioned herein have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”),
the law of any state of the United States of America and may not be
offered or sold in the United States of America except pursuant to
an exemption from, or a transaction not subject to, the
registration requirements of the Securities Act or the law of the
above states. The OCEANEs will be offered or sold only outside of
the United States of America in offshore transactions, in
accordance with Regulation S of the Securities Act. Rémy Cointreau
does not intend to register any portion of the proposed offering in
the United States of America and no public offering will be made in
the United States of America.
Canada, Australia and Japan
The OCEANEs may not and will not be offered, sold or purchased
in Canada, Australia or Japan.
The distribution of this press release in certain countries may
constitute a breach of applicable law. The information contained in
this press release does not constitute an offer of securities for
sale in Canada, Australia or Japan.
1 The reference share price is equal to the volume-weighted
average trading price of Rémy Cointreau’s shares on the regulated
market of Euronext in Paris as from the opening of trading on 31
August 2016 until the final terms of the OCEANEs are determined on
the same day, i.e. EUR 79.0718.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160831006052/en/
Rémy CointreauLaetitia Delaye, +33 (0) 1 44 13 45 25orLuc
Vlaminck, +32 2 229 2577
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