Strong demand for Crédit Agricole S.A.’s issuance of USD 1,250m
Undated Deeply Subordinated Additional Tier 1 (AT1) Fixed Rate
Resettable Notes
Not for distribution directly or
indirectly in the United States, Canada, Australia or
Japan.
Strong demand for
Crédit Agricole
S.A.’s issuance
of USD
1,250m Undated Deeply
Subordinated Additional Tier
1 (AT1) Fixed Rate
Resettable Notes
On 4 January 2022, Crédit Agricole S.A. took
advantage of favourable market conditions to launch an issuance of
AT1 notes denominated in USD (the “Notes”). The
Notes were issued to maintain Crédit Agricole Group’s and Crédit
Agricole S.A.’s high flexibility in their management of Tier 1
capital.
The Crédit Agricole Group is one of the best
capitalised financial institutions in Europe. The Crédit Agricole
Group’s and Crédit Agricole S.A.’s Common Equity Tier 1 (CET1)
Capital Ratios were 17.4% and 12.7%, respectively, at 30 September
2021, and distances to the levels that would trigger distribution
restrictions stood at 764 basis points and 450 basis points,
respectively.
The Notes have no fixed maturity date. They will
bear interest at a fixed rate of 4.75% per annum payable quarterly
to (and excluding) 23 September 2029 (the “First
Reset Date”), after which the interest rate will
be reset every five years at the then-prevailing 5-year Constant
Maturity Treasury rate plus the initial margin of 323.7 basis
points. Interest payments are subject to cancellation under certain
circumstances. The principal amount of the Notes will be written
down temporarily if the Crédit Agricole Group’s CET1 Capital Ratio
(as defined in the terms and conditions of the Notes) falls, or
remains, below 7% or Crédit Agricole S.A.’s CET1 Capital Ratio (as
defined in the terms and conditions of the Notes) falls, or
remains, below 5.125%. The Notes may be redeemed at the option of
the issuer at any time between 23 March 2029 (included) and the
First Reset Date (included), and then at any time during each
three-month period preceding (and including) each one-year
anniversary of the First Reset Date, in each case with the prior
approval of the regulator and subject to certain conditions
specified in the terms and conditions of the Notes.
The Notes were subscribed by institutional
investors in the United States, Europe and Asia. The offering
attracted considerable interest, the order book exceeding USD 4.8
billion at its peak, and counting more than 170 investors at the
final coupon level. The success of this issuance attests to the
Crédit Agricole Group’s credit quality.
Disclaimer
This press release does not constitute an offer
to sell or subscribe, nor the solicitation of an order to purchase
or subscribe, the Notes in the United States of America, Canada,
Australia or Japan nor in any other jurisdiction in which such
offer or solicitation would be unlawful.
No communication or information relating to the
issuance of the Notes 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 offering and the subscription of the Notes
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 is an advertisement and not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the
European Parliament and of the Council dated 14 June 2017 (as
amended, the “Prospectus Regulation”). The final
prospectus, when published, will be available on the website of the
Autorité des marchés financiers (www.amf-france.org) and on the
website of the Issuer (www.credit-agricole.com).
This press release does not, and shall not, in
any circumstances, constitute an offer to the public of Notes by
Crédit Agricole S.A. nor an invitation to the public in connection
with any offer in any jurisdiction, including France.
MiFID II product governance /
Professional investors and ECPs only target market -
Solely for the purposes of each manufacturer’s product approval
process, the target market assessment in respect of the Notes,
taking into account the five categories referred to in item 18 of
the Guidelines published by ESMA on 5 February 2018, has led to the
conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as
defined in Directive 2014/65/EU (as amended, “MiFID
II”); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Notes (a “distributor”) should
take into consideration the manufacturers’ target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the
manufacturers’ target market assessment) and determining
appropriate distribution channels.
UK MiFIR
product governance / Professional investors and ECPs only
target market – Solely for the purposes of each
manufacturer’s product approval process, the target market
assessment in respect of the Notes, taking into account the five
categories referred to in item 18 of the Guidelines published by
ESMA on February 5, 2018 (in accordance with the FCA’s policy
statement entitled “Brexit our approach to EU non-legislative
materials”), has led to the conclusion that: (i) the target market
for the Notes is only eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook
(“COBS”), and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of the domestic law of
the UK by virtue of the EUWA (“UK
MiFIR”); and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Notes (a “distributor”) should take into
consideration the manufacturer’s target market assessment; however,
a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook is responsible for undertaking its
own target market assessment in respect of the Notes (by either
adopting or refining the manufacturer’s target market assessment)
and determining appropriate distribution channels.
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 any solicitation to purchase or an
offer to purchase or to subscribe the Notes in the United States of
America. The Notes have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the
“Securities Act”) or the securities law of any
U.S. state, and may not be offered or sold, directly or indirectly,
in the United States or to, or for the account or benefit of, U.S.
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
or such state securities laws. Crédit Agricole S.A.
does not intend to register all or any portion of the offering of
the Notes in the United States of America or to conduct a public
offering of the Notes in the United States of America.
Canada
This press release must not be published,
released or distributed, directly or indirectly, in Canada. No
prospectus has been filed with any securities commission or similar
regulatory authority in Canada in connection with the offer and
sale of the Notes. The Notes have not been, and will not be,
qualified for sale under the securities laws of Canada or any
province or territory thereof and no securities commission or
similar regulatory authority in Canada has reviewed or in any way
passed upon this press release or the merits of the Notes and any
representation to the contrary is an offence.
European Economic Area
In each Member State of the European Economic
Area (“EEA”), no action has been undertaken or
will be undertaken to make an offer of the Notes where such offer
would have required, or would require, the publication of a
prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation.
Important –
PRIIPs – Prohibition
of sales to EEA retail investors
– The Notes are not intended to be offered, sold or otherwise made
available to and, with effect from such date, should not be
offered, sold or otherwise made available to, any retail investor
in the EEA. For these purposes, a “retail investor” means a person
who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) MiFID II; or (ii) a customer within the
meaning of Directive 2016/97/EU dated 20 January 2016 on insurance
distribution (as amended, the “Insurance Distribution
Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II, and an “offer” means the communication to persons in any
form and by any means, presenting sufficient information on the
terms of the offer and the Notes, so as to enable an investor to
decide to purchase or subscribe for the Notes. No key information
document required by Regulation (EU) No 1286/2014 (as amended, the
“PRIIPs Regulation”) for offering or selling the
Notes or otherwise making them available to retail investors in the
EEA has been prepared.
Any person making or intending to make an offer
in the EEA of the Notes may only do so in circumstances in which no
obligation arises for the Issuer or the Managers acting in
connection with the issuance of the Notes to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation, in
each case, in relation to such offer.
United Kingdom
This press release is directed at: (i) in the
United Kingdom, persons having professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the “Order”) and high net worth entities falling
within Article 49(2)(a) to (d) of the Order; (ii) persons who are
outside the United Kingdom; and (iii) any other person to whom it
can otherwise be lawfully distributed (all such persons together
being referred to as “Relevant Persons”). The
Notes are only available to, and any invitation, offer, or
agreement to subscribe, purchase or otherwise acquire such Notes
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.
Important –
PRIIPs – Prohibition
of sales to UK retail investors –
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the
“UK”). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the “EUWA”); or
(ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA. No key information document
required by Regulation (EU) No 1286/2014 (as amended) as it forms
part of domestic law by virtue of the EUWA (the “UK PRIIPs
Regulation”) for offering or selling the notes or
otherwise making them available to retail investors in the UK has
been prepared.
Italy
The offering of the Notes has not been
registered with the Commissione Nazionale per le Società e la Borsa
(“CONSOB”) pursuant to Italian securities
legislation and, accordingly, no Notes may be or will be offered,
sold or delivered, nor may copies of this press release or of any
other document relating to any Notes be distributed in Italy,
except, in accordance with any Italian securities, tax and other
applicable laws and regulations.
In particular, the Notes have not been offered,
sold or delivered, and will not be offered, sold or delivered in
Italy except (i) to qualified investors (investitori qualificati),
as defined pursuant to Article 2 of the Prospectus Regulation and
any applicable provision of Legislative Decree no. 58 of 24
February 1998, as amended (the “Financial Services
Act”) or the CONSOB regulations; or in other circumstances
which are exempted from the rules on public offerings pursuant to
Article 1 of the Prospectus Regulation, Article 34-ter of CONSOB
Regulation No. 11971 of 14 May 1999, as amended from time to time,
and the applicable Italian laws.
Belgium
The Notes are not intended to be offered, sold
or otherwise made available to, and should not be offered, sold or
otherwise made available nor may copies of this press release to,
any “consumers” (consument/consommateurs) within the meaning of the
Belgian Code of Economic Law (Wetboek van economisch recht/Code de
droit économique), as amended.
Singapore
This press release has not been registered as a
prospectus with the Monetary Authority of Singapore. The Notes will
not be offered or sold, and neither this press release nor any
other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Notes, has been
circulated or distributed, or will be circulated or distributed,
whether directly or indirectly, to any person in Singapore other
than (i) to an institutional investor (as defined in Section 4A of
the Securities and Futures Act (Chapter 289) of Singapore, as
modified and amended from time to time (the
"SFA")) pursuant to Section 274 of the SFA, (ii)
to a relevant person pursuant (as defined in Section 275(2) of the
SFA) pursuant to Section 275(1) of the SFA, or any person pursuant
to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA, or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Australia and
Japan
This press release must not be published,
released or distributed, directly or indirectly, in Australia or
Japan. This press release and the information contained herein do
not constitute an offer to sell or subscribe, nor the solicitation
of an order to purchase or subscribe, securities in such
countries.
CRÉDIT AGRICOLE PRESS CONTACT
Charlotte de
Chavagnac + 33 1 57
72 11
17 charlotte.dechavagnac@credit-agricole-sa.fr
Find our press release on: www.credit-agricole.com -
www.creditagricole.info
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Crédit_Agricole |
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Groupe Crédit
Agricole |
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créditagricole_sa |
- 20220105_Com_Presse_AT1_EN_FINAL
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