Societe Generale: launch of ALD rights issue
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SOCIETE GENERALE:
LAUNCH
OF ALD
RIGHTS ISSUEPress release
Paris, November 29th 2022
Launch of ALD c.€1.2 billion capital
increase with shareholders’ preferential subscription rights in
connection with the contemplated acquisition of
LeasePlan
ALD, a subsidiary of Societe Generale, announced
today the launch of a capital increase with preferential
subscription rights for shareholders (the “Rights
Issue”) for an amount of approximately €1.2 billion.
The principle of this Rights Issue was initially
announced on January 6th, 2022 in connection with the announcement
of ALD’s plan to acquire LeasePlan and marks a major milestone in
the creation of a leading global sustainable mobility player,
benefiting from highly complementary expertise and synergies.
Societe Generale, which currently holds 79.8% of
ALD’s share capital, is committed to remaining a long-term majority
shareholder of ALD with a targeted ownership corresponding to c.
53% of the new group’s share capital upon closing of the LeasePlan
acquisition1. In this regard, Societe Generale will participate in
the Rights Issue for a total subscription amount of approximately
€803 million. Moreover, Societe Generale has undertaken to fully
underwrite the capital increase and has also committed not to sell
its shares for a period ending 40 months after the completion of
the LeasePlan acquisition and to a lock-up starting on the date of
signing of the placement agency agreement relating to the Rights
Issue and ending 180 calendar days following the
settlement-delivery of the Rights Issue (subject to certain
exceptions).
The impact of this acquisition on the Societe
Generale Group's CET1 capital ratio is expected to be around 40
basis points at the closing date of the transaction. Societe
Generale would benefit from a ROTE uplift between 70 and 80 basis
points in 20242.
For more information on the terms and conditions
of the capital increase, please consult the capital increase
dedicated section on ALD’s institutional
website:(https://www.aldautomotive.com/investors/acquisition-of-leaseplan/rights-issue).
Press contact:
Jean-Baptiste Froville_+33 1 58 98 68 00_
jean-baptiste.froville@socgen.comFanny Rouby_+33 1 57 29 11 12_
fanny.rouby@socgen.com
Societe
Generale
Societe Generale is one of the leading European
financial services groups. Based on a diversified and integrated
banking model, the Group combines financial strength and proven
expertise in innovation with a strategy of sustainable growth.
Committed to the positive transformations of the world’s societies
and economies, Societe Generale and its teams seek to build, day
after day, together with its clients, a better and sustainable
future through responsible and innovative financial
solutions.Active in the real economy for over 150 years, with a
solid position in Europe and connected to the rest of the world,
Societe Generale has over 117,000 members of staff in 66 countries
and supports on a daily basis 25 million individual clients,
businesses and institutional investors around the world by offering
a wide range of advisory services and tailored financial solutions.
The Group is built on three complementary core businesses:
- French
Retail Banking which encompasses the Societe Generale,
Credit du Nord and Boursorama brands. Each offers a full range of
financial services with omnichannel products at the cutting edge of
digital innovation;
-
International Retail Banking, Insurance and Financial
Services, with networks in Africa, Central and Eastern
Europe and specialised businesses that are leaders in their
markets;
- Global Banking and Investor
Solutions, which offers recognised expertise, key
international locations and integrated solutions.
Societe Generale is included in the principal
socially responsible investment indices: DJSI (Europe), FTSE4Good
(Global and Europe), Bloomberg Gender-Equality Index, Refinitiv
Diversity and Inclusion Index, Euronext Vigeo (Europe and
Eurozone), STOXX Global ESG Leaders indexes, and the MSCI Low
Carbon Leaders Index (World and Europe). In case of doubt regarding
the authenticity of this press release, please go to the end of
Societe Generale’s newsroom page where official Press Releases sent
by Societe Generale can be certified using blockchain technology. A
link will allow you to check the document’s legitimacy directly on
the web page. For more information, you can follow us on Twitter
@societegenerale or visit our website www.societegenerale.com.
Disclaimer
This press release does not constitute an offer
to sell nor a solicitation of an offer to buy, nor shall there be
any sale of ordinary shares in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
The distribution of this document may, in
certain jurisdictions, be restricted by local legislations. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
This press release is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (as amended,
the “Prospectus Regulation”). Potential investors are advised to
read the prospectus before making an investment decision in order
to fully understand the potential risks and rewards associated with
the decision to invest in the securities. The approval of the
prospectus by the AMF should not be understood as an endorsement of
the securities offered or admitted to trading on a regulated
market.
With respect to the Member States of the
European Economic Area (other than France) and the United Kingdom
(each a “Relevant State”), no action has been undertaken or will be
undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
Relevant State. As a result, the securities may and will be offered
in any Relevant State only (i) to qualified investors within the
meaning of the Prospectus Regulation, for any investor in a Member
State of the European Economic Area, or Regulation (EU) 2017/1129
as part of national law under the European Union (Withdrawal) Act
2018 (the “UK Prospectus Regulation”), for any investor in the
United Kingdom, (ii) to fewer than 150 individuals or legal
entities (other than qualified investors as defined in the
Prospectus Regulation or the UK Prospectus Regulation, as the case
may be), or (iii) in accordance with the exemptions set forth in
Article 1 (4) of the Prospectus Regulation or under any other
circumstances which do not require the publication by ALD of a
prospectus pursuant to Article 3 of the Prospectus Regulation
and/or to applicable regulations of that Relevant State.
The distribution of this press release has not
been made, and has not been approved, by an “authorised person”
within the meaning of Article 21(1) of the Financial Services and
Markets Act 2000. As a consequence, this press release is only
being distributed to, and is only directed at, persons in the
United Kingdom that (i) are “investment professionals” falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”), (ii)
are persons falling within Article 49(2)(a) to (d) (“high net worth
companies, unincorporated associations, etc.”) of the Order, or
(iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Article 21 of the
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issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “Relevant Persons”). Any investment
or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this document or any of its contents.
This press release may not be published,
distributed or transmitted in the United States of America
(including its territories and dependencies). This press release
does not constitute or form part of any offer of securities for
sale or any solicitation to purchase or to subscribe for securities
or any solicitation of sale of securities in the United States of
America. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the “Securities Act”) or the law of any State or other
jurisdiction of the United States of America, and may not be
offered or sold in the United States of America absent registration
under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. ALD does not intend to register all or any portion
of the securities in the United States of America under the
Securities Act or to conduct a public offering of the securities in
the United States of America.
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1 Assuming the full exercise of the warrants
granted to Leaseplan’s shareholders, c. 51% of the new group’s
share capital upon closing of the LeasePlan acquisition2 Computed
based on 2024 net income group share post AT1 cost consensus
estimate (Factset end 2021), including fully phased run rate
synergies and excluding restructuring costs, divided by average
tangible shareholders’ equity
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