Subscription ratio: 7 new shares for 12
existing shares
Subscription price: €6.77 per new
share
Subscription period: from 2 May 2014 to 14
May 2014 inclusive
Subscription commitments covering 36% of the
capital increase through firm commitments received from Dongfeng
Motor Group (for €276 million), the French State through SOGEPA
(for €276 million) and from the companies of the Peugeot Family
Group, FFP and Etablissement Peugeot Frères (“FFP/EPF”) (for €142
million)
Remaining part of the rights issue
underwritten by a syndicate of banks
Following the transaction, Dongfeng Motor
Group, SOGEPA and FFP/EPF will each hold a 14.1% stake in the share
capital of PSA Peugeot Citroën
Regulatory News :
Not for release, publication or distribution,
directly or indirectly, in or into the United States, Canada,
Australia or Japan
PSA Peugeot Citroën (Paris:UG) today announces the launch of a
capital increase with preferential subscription rights for a gross
amount of €1,953 million (the “Transaction”), the principle of
which has been announced on 19 February 2014.
This Transaction is combined with the reserved capital increases
to the benefit of Dongfeng Motor Group via Dongfeng Motor (Hong
Kong) International Co., Limited (“DMHK”) and SOGEPA (a company
wholly owned by the French Republic) for a total amount of €1,048
million, which are scheduled to settle on the date hereof, the free
allocation of warrants detached on the date hereof and with the
renewal of a €3 billion confirmed credit facility. These
transactions are aimed at strengthening the Group’s balance sheet
and liquidity, while enabling PSA Peugeot Citroën to make key
investments to implement its “Back in the Race” plan and allowing
it to reinforce its competitive positioning in Europe and its
globalization strategy.
Subscription commitments covering 36% of the rights issue
through firm commitments of DMHK, SOGEPA and FFP/EPF
As indicated in the announcement of the principle of the
Transaction on 19 February 2014, DMHK and SOGEPA committed to
subscribe to the Transaction pro rata their respective stakes
acquired in the reserved capital increases, i.e., €276 million
each. Their respective stakes will thus be maintained at
approximately 14.1% of the share capital of PSA Peugeot Citroën
following the completion of the Transaction.
FFP/EPF will also subscribe to the Transaction, for an amount of
€142 million (by exercising respectively 43% and 31% of their
preferential subscription rights) in order to reach following the
completion of the Transaction a combined stake in the share capital
of PSA Peugeot Citroën equal to those of DMHK and SOGEPA (i.e.,
approximately 14.1%). The preferential subscription rights detached
but not exercised by EPF and FFP, that is 53,793,429 preferential
subscription rights, representing approximately 11% of the total
number of preferential subscription rights, will consequently be
sold by EPF and FFP. The sale of these rights could take place,
depending on the opportunities, either in an orderly manner over
the subscription period, or through an accelerated book-building
procedure (in which case EPF and FFP will publish a press release
relating to such transaction) or by over-the-counter
transactions.
The remaining part of the rights issue not covered by the
subscription commitments of DMHK, SOGEPA and FFP/EPF, that is
€1,260 million, will be underwritten by a banks syndicate led by
Banco Santander, BNP Paribas, Citigroup, Crédit Agricole Corporate
and Investment Bank, Deutsche Bank, HSBC, Morgan Stanley, Natixis
and Société Générale Corporate & Investment Banking, acting as
Joint-Global Coordinators, Joint-Lead Managers and
Joint-Bookrunners.
Terms of the rights issue
This capital increase with preferential subscription rights will
result in a creation of 288,506,351 new shares at a unit
subscription price of €6.77.
Each shareholder of Peugeot SA will receive 1 preferential
subscription right per each share held at the close of trading day
on 30 April 2014. The subscription price for the new shares has
been set at €6.77 per new share (nominal value of €1.0 and issue
premium of €5.77), 12 preferential subscription rights giving right
to subscribe 7 new shares by irrevocable entitlement. Subscriptions
subject to reduction (à titre réductible) will be accepted.
Considering the detachment of the warrants on the date hereof,
PSA Peugeot Citroën will publish a press release on 30 April 2014
in which it will indicate, based on the closing market price of the
PSA Peugeot Citroën share on 30 April 2014 after the detachment of
those warrants, (i) the theoretical value of preferential
subscription rights, (ii) the theoretical ex-rights value of the
share, (iii) the discount of the issue price of the new shares
compared with the closing market price of the PSA Peugeot Citroën
share on 30 April 2014 and (iv) the discount compared with the
theoretical ex-rights value of the share.
The offer will be open to the public only in France.
The rights of the warrants holders, the exercise period of which
will start on 29 April 2015 and end on 29 April 2017, will be
preserved in accordance with legal and contractual provisions
applicable to the warrants, by adjustment of their exercise
ratio.
The rights of the OCEANEs holders, the conversion right of which
has been suspended until 30 June 2014 included, will be preserved
in accordance with the legal and contractual provisions applicable
to the OCEANEs.
Indicative timetable
The subscription period for the new shares will run from 2 May
2014 to the close of trading on 14 May 2014. During this period,
the preferential subscription rights will be listed and traded on
the regulated market of Euronext in Paris (ISIN code FR0011872241).
Preferential subscription rights that are not exercised before the
end of the subscription period, namely before the end of the
trading day on 14 May 2014, will lapse automatically.
Settlement and delivery of the new shares is scheduled to take
place on 23 May 2014. The new shares are expected to be listed on
Euronext in Paris (compartment A) on the same date. The new shares
will be entitled to any distribution immediately and will be
immediately fully fungible with the PSA Peugeot Citroën existing
shares and will be admitted to trading under the same ISIN code as
the PSA Peugeot Citroën existing shares (FR 0000121501).
Lock-up commitment of PSA Peugeot Citroën of the main
shareholders
From 28 April 2014 until the expiry of a period of 180 days
after the settlement-delivery date of the Transaction, PSA Peugeot
Citroën DMHK, SOGEPA, FFP and EPF will be bound by a lock-up,
subject to certain exceptions.
Use of proceeds
The proceeds of this rights issue will mainly be used by PSA
Peugeot Citroën to make key investments to implement its "Back in
the Race" plan and to reinforce its competitive positioning in
Europe and its globalisation strategy:
- transform the business model of PSA
Peugeot Citroën in Latin America and Russia to restore
profitability;
- develop CO2 technologies and advanced
driving assistance systems equal to the best;
- invest to achieve a competitive
industrial footprint in Europe;
- reduce net debt.
Forward-Looking Statements
This press release includes forward-looking statements. These
statements are sometimes identified by the use of the future tense
or conditional mode, as well as terms such as “estimate”,
“believe”, “have the objective of”, “intend to”, “expect”, “result
in”, “should” and other similar expressions. It should be noted
that the realisation of these objectives and forward-looking
statements is dependent on the circumstances and facts that arise
in the future. Forward-looking statements and information about
objectives may be affected by known and unknown risks,
uncertainties and other factors that may significantly alter the
future results, performance and accomplishments planned or expected
by PSA Peugeot Citroën. These factors may include changes in the
economic and geopolitical situation and more generally those
detailed in Chapter 4 of the reference document filed with the
Autorité des marchés financiers (the “AMF”) on 2 April 2014 under
no. D.14-0269.
Information available to the public
A Prospectus approved by the AMF on 28 April 2014 under number
14-162 is comprised of (i) a Document de Référence filed with the
AMF under number D.14-0269 on 2 April 2014 (the “Document de
reference”), (ii) an Actualisation du Document de Référence
filed with the AMF under number D.14-0269-A01 on 28 April 2014,
(iii) a Note d’Opération (the “Note d’opération”) and (iv) a
summary of the Prospectus (included in the Note d’Opération). The
prospectus is available, without charge and upon request to PSA
Peugeot Citroën at 75 avenue de la Grande Armée – 75116 Paris, as
well as on the websites of PSA Peugeot Citroën
(www.psa-peugeotcitroen.com) and of the AMF
(www.amf-france.org).
PSA Peugeot Citroën draws the public’s attention to Chapter 4
"Risk Factors" of the Document de Référence and to Chapter 2 of the
Note d’Opération.
This press release may not be distributed directly or
indirectly in the United States, Canada, Australia or
Japan.
This press release and the information contained herein do not
constitute either an offer to sell or purchase or the solicitation
of an offer to sell or purchase the PSA Peugeot Citroën shares or
preferential subscription rights.
No communication and no information in respect of this
transaction may be distributed to the public in any jurisdiction
where a registration or approval is required. No steps have been or
will be taken in any jurisdiction (other than France) where such
steps would be required. The subscription for shares or the
purchase of PSA Peugeot Citroën’s shares or preferential
subscription rights may be subject to specific legal or regulatory
restrictions in certain jurisdictions. PSA Peugeot Citroën assumes
no responsibility for any violation of any such restrictions by any
person.
European Economic AreaThis announcement is not a
prospectus within the meaning of Directive 2003/71/EC of the
European Parliament and the Council of November 4th, 2003, as
amended, in particular by Directive 2010/73/EU to the extent such
Directive has been transposed in the relevant member State of the
European Economic Area (together, the “Prospectus
Directive”).
The offer is opened to the public only in France. With respect
to the member States of the European Economic Area which have
implemented the Prospectus Directive (each, a “relevant member
State”), other than France, no action has been undertaken or
will be undertaken to make an offer to the public of the securities
requiring a publication of a prospectus in any relevant member
State. As a result, the new shares and the preferential
subscription rights of PSA Peugeot Citroën may only be offered in
relevant member States (i) to qualified investors, as defined by
the Prospectus Directive; or (ii) in any other circumstances, not
requiring PSA Peugeot Citroën to publish a prospectus as provided
under Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, “Securities offered to
the public” in a given Member State, means, any communication
in any form and by any means, of sufficient information about the
terms and conditions of the offer and the securities, so as to
enable an investor to decide to buy or subscribe for the
securities, as the same may be varied in that Member State.
This selling restriction applies in addition to any other
selling restrictions which may be applicable in the Member States
who have implemented the Prospectus Directive.
United KingdomThe distribution of this press release is
not 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 directed
only at persons who (i) are located outside the United Kingdom,
(ii) have professional experience in matters relating to
investments within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 (as
amended), (iii) are persons falling within Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of
the Financial Services and Markets Act 2000 (Financial Promotions)
Order 2005 (as amended) or (iv) are persons to whom this press
release may otherwise lawfully be communicated (all such persons
mentioned in paragraphs (i), (ii), (iii) et (iv) collectively being
referred to as “Relevant Persons”). The securities are
directed only at Relevant Persons and no invitation, offer or
agreements to subscribe, purchase or acquire the securities may be
proposed or made other than with Relevant Persons. Any person other
than a Relevant Person may not act or rely on this document or any
provision thereof. This press release is not a prospectus which has
been approved by the Financial Services Authority or any other
United Kingdom regulatory authority within the meaning of Section
85 of the Financial Services and Markets Act 2000.
United StatesThis 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,
subscribed or sold in the United States absent registration under
the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements thereof.
The shares and the preferential subscription rights of PSA Peugeot
Citroën and rights in respect thereof have not been and will not be
registered under the U.S. Securities Act and PSA Peugeot Citroën
does not intend to make a public offer of its securities in the
United States.
Canada, Australia and JapanThe new shares and the
preferential subscription rights may not be offered, sold or
purchased in Australia, Japan or, subject to certain exceptions,
Canada.
The distribution of this document in certain countries may
constitute a breach of applicable law.
StabilizationNot applicable.
SUMMARY OF THE PROSPECTUS
AMF Approval No. 14-162 of 28 April
2014
The summary consists of a set of key disclosures, referred
to as "
Elements", which are addressed in five sections, A to
E, and numbered from A.1 to E.7.
This summary contains all the Elements
that are required in the summary of a prospectus concerning this
category of securities and this type of issuer. Since not all
Elements have to be filled in, the numbering of the Elements in
this summary is not continuous.
It is possible that no relevant
information may be provided about a given Element that should be
included in this summary, given the category of securities and the
type of issuer involved. In that event, a brief description of the
Element in question is given in the summary, with the notation "not
applicable".
Section A - Introduction and Notices
A.1 Notice to readers
This summary should be read as an introduction to the
Prospectus.
Any decision to invest in the financial securities issued in
connection with this public offering or for which an application is
made for admission to trading on a regulated market should be based
on a thorough review of the Prospectus.
If an action is brought before a court in respect of information
contained in this Prospectus, the plaintiff investor may be
required to bear the costs of translating the Prospectus prior to
the commencement of judicial proceedings, pursuant to the national
legislation of the Member States of the European Union or of the
parties to the agreement regarding the European Economic Area.
The persons who have prepared this summary, including its
translation, if any, and who have requested to be notified of that
translation as contemplated by Article 212-41 of the General
Regulations (Règlement Général) of the AMF, may be liable only if
the contents of the summary are misleading, inaccurate or
contradict other parts of the Prospectus or if, when read together
with the other parts of the Prospectus, they do not contain the
critical information that would help investors who are considering
investing in these financial securities.
A.2 Consent of the issuer concerning the use of the
Prospectus
Not applicable.
Section B - Issuer
B.1 Corporate name and business name
Peugeot S.A. (the "Company")
The terms "PSA Peugeot Citroën" and the "Group"
refer to the Company together with its consolidated
subsidiaries.
B.2
Registered Office 75, avenue de la Grande
Armée - 75116 Paris.
Legal form A French société
anonyme (public limited company) with a Management Board and a
Supervisory Board.
Governing law French law.
Country of incorporation France.
B.3 Description of the issuer's operations and main business
lines
PSA Peugeot Citroën is an automobile manufacturer of
international scope, which brings together three innovative brands
with differentiated identities: Peugeot, Citroën and DS. The Group
has a commercial presence in 160 countries, and more than one third
of its sales come from outside Western Europe. The Group is
currently focusing on expanding its production facilities close to
priority markets, with manufacturing plants in Europe, Latin
America, China and Russia.
Apart from its car manufacturing business, the Group includes,
in particular, the following companies:
- Faurecia, a subsidiary in which the
Group owns a 51.7% stake, is a car parts manufacturer operating
worldwide;
- Banque PSA Finance, a wholly-owned
subsidiary of the Group, which provides financing to end customers
as well as to the Peugeot, Citroën and DS distribution networks;
and
- Peugeot Motocycles (PMTC), a
wholly-owned subsidiary of the Group, which sells a range of motor
scooters, small motorcycles and mopeds.
The business of PSA Peugeot Citroën is described in detail in
Chapter 6 of the Registration Document.
B.4a Significant recent trends affecting the issuer and its
business lines
The Group expects growth in the automotive market in 2014 of
around 3% in Europe and around 10% in China, with a 7% decline in
Latin America and a 5% decline in Russia.
B.5 Description of the Group and issuer's place within the
Group
The Company is the parent company of the Group, which had 415
consolidated subsidiaries as of 31 December 2013 (101 in France and
314 abroad).
B.6 Principal shareholders and control of the issuer
At 31 December 2013 and based on information brought to the
Company's attention, the shareholding structure of the Company was
as follows:
Shareholders(1) Number of shares
% interest % exercisable voting rights
% theoretical voting rights Etablissements Peugeot Frères
(EPF)(2) 22,312,608 6.29 9.93 9.63
FFP(3) 67,372,689 18.99 27.96 27.13
Maillot I(4) 164 0.00 0.00 0.00
Subtotal EPF, FFP and Maillot I 89,685,461 25.28
37.89 36.76 Other individual shareholders(5)
48,453,904 13.65 11.71 11.36 Employees
12,664,902 3.57 4.50 4.37 Other French
institutions 46,048,734 12.98 11.04
10.71 Other foreign institutions 145,207,364 40.92
34.86 33.82 Treasury shares 12,788,627
3.60 - 2.97 Total 354,848,992 100
100 100
(1) Source: Euroclear TPE 31 December 2013 and Nasdaq OMX.
(2) EPF (Etablissements Peugeot Frères) is an investment holding
company held at the highest level by members of the Peugeot
family.
(3) FFP is controlled by EPF.
(4) Maillot I is controlled by EPF.
(5) Shares held in individual securities accounts and others (by
deduction).
Following the completion of the capital increases reserved for
Dongfeng Motor (Hong Kong) International Co., Limited
("DMHK"), and for SOGEPA, a company wholly owned by the
French Republic, in an amount totalling €1,047,999,990 referred to
in the securities note approved by the AMF on 2 April 2014 under
number 14-121 (the "Reserved Capital Increases") and
following the issue of the New Shares (as that term is defined
hereinafter), covered by this Prospectus, the Company's
shareholding would breakdown as follows in the table below, noting
that this breakdown takes into account the EPF/FFP’s undertaking to
waive their double voting rights:
Shareholder % interest % voting rights Etablissements
Peugeot Frères (EPF) 3.4% 3.4% FFP 10.8%
10.9% Subtotal EPF, FFP 14.1% 14.2% DMHK
14.1% 14.2% SOGEPA 14.1% 14.2% Other
57.6% 57.3% Total 100% 100%
A shareholders' agreement was signed on 28 April 2014 by
Dongfeng Motor Group Company Limited ("DFG"), DMHK, the
French State, SOGEPA, EPF/FFP and the Company and will enter into
force as of the effective date of the Reserved Capital Increase (as
defined above). Under no circumstances may DFG, DMHK, the French
Republic, SOGEPA and EPF/FFP act in concert with respect to the
Company.
B.7 Historical financial data and significant changes since
the last historical financial data
Consolidated income statements
2013 (audited) 1.
2012
(audited)(1) (in millions of euros)
Manufacturing and sales companies Finance
companies Eliminations TOTAL
Manufacturing and sales companies Finance
companies Eliminations TOTAL Sales
and Revenue 52,627 1,773 (310)
54,090 53,860 1,910 (324)
55,446 Recurring operating income (545) 368
-
(177) (951) 391 -
(560) Non-recurring operating income (expense)
(1,169) - -
(1,169) (4,121)
(1) -
(4,122) Operating income
(1,714) 368 -
(1,346) (5,072)
390 -
(4,682) Consolidated profit
(2,456) 238 -
(2,218)
(5,216) 293 -
(4,923) Attributable to
the Group (2,546) 223 6
(2,317)
(5,294) 281 5
(5,008)
Attributable to minority interests 90 15 (6)
99 78 12 (5)
85
(in euros)
Basic
earnings per €1 nominal value share
Attributable to the Group
(6.77)
(15.59)
1) Restated in accordance with IAS 19R on pensions from 2013
(€16 million on recurring consolidated operating income, of which
€8 million in recurring Automotive operating income).
Consolidated balance sheets
ASSETS
31 December 2013 (audited) 31
December 2012 (audited) (in millions of euros)
Manufacturing and sales companies Finance
companies Eliminations TOTAL
Manufacturing and sales companies Finance
companies Eliminations TOTAL Total
non-current assets 19,583 389 (1)
19,971 21,208 424 - 21,632 Total
current assets 15,550 24,668 (568)
39,650 17,200 26,699 (656) 43,243 Total
assets held for sale 43 - - 43 9
- - 9 TOTAL ASSETS
35,176
25,057 (569) 59,664
38,417 27,123 (656)
64,884 EQUITY AND LIABILITIES
31 December 2013
(audited) 31 December 2012 (audited) (in millions
of euros)
Manufacturing and sales companies
Finance companies Eliminations
TOTAL Activities:
Manufacturing and Sales
Finance companies Eliminations
TOTAL Total equity
7,791
10,167 Total non-current liabilities 12,668 363
(1) 13,030 12,650 345 -
12,995 Total current liabilities 18,006 21,405
(568) 38,843 18,971 23,361 (656)
41,676 Total equity and liabilities held for sale - -
- - 46 - - 46 TOTAL
EQUITY AND LIABILITIES
59,664
64,884
Simplified consolidated statements of cash flows
2013 (audited) 2012 (audited)
(in millions of euros)
Manufacturing and sales
companies Finance companies
Eliminations TOTAL Activities:
Manufacturing and Sales
Finance companies Eliminations
TOTAL Consolidated profit (loss) from operations
(2,453) 238 -
(2,215) (6,019) 293
- (5,726) Funds from operations
700 287 - 987
1,033 290 -
1,323 Net cash from (used in) operating activities
1,097 469 64 1,630 431 1,050
(64) 1,417 Net cash from (used in) investing
activities (2,431) (42) - (2,473)
(2,450) (1) 3 (2,448) Net cash from
(used in) financing activities 2,204 (286) -
1,918 2,387 (532) 4 1,859 Effect
of changes in exchange rates (91) (6) 5
(92) (6) (2) 2 (6)
Net increase
(decrease) in cash and cash equivalent 779
135 69 983 362
515 (55) 822 Net cash and
cash equivalent at beginning of year 5,399 1,669
(279) 6,789 4,692 1,154 (223)
5,623
Net cash and cash equivalent at end of year
6,137 1,804 (210)
7,731 5,399 1,669
(279) 6,789
To the best of the Company's knowledge, no significant change in
the Group's financial or business condition has occurred since the
publication of the consolidated financial statements for the period
ended 31 December 2013.
B.8 Pro forma financial information
Not applicable.
B.9 Earnings forecasts or estimates
Not applicable.
B.10 Reserves about the historical financial data
Not applicable.
B.11 Net working capital
The Company declares that it believes that the Group’s net
working capital is sufficient to meet its obligations over the next
12 months following the date of approval of the Prospectus.
Section C - Securities
C.1 Type, class and identification number
288,506,351 ordinary shares (the "New Shares") of the
same class as the Company's existing shares, to be issued at the
unit price of €6.77, including issue premium (the "Capital
Increase by way of Preferential Subscription Rights"). They
will be entitled to receive dividends and all other distributions
the Company may declare as from the date of their issuance and will
be traded on the same listing line as the existing shares.
- ISIN Code: FR0000121501;
- Mnemonic: UG;
- ICB sector classification: 3353
Automotive;
- Place of listing: Euronext Paris,
Compartment A.
C.2 Issue currency
Euro.
C.3 Shares of the Company issued and nominal value per
share
On the date of approval of the Prospectus, the capital stock is
€354,848,992 fully paid up and divided into 354,848,992 shares with
a nominal value of €1 each.
After completion of the Reserved Capital Increases, the number
of shares in the Company's share capital will rise to 494,582,324
shares with a nominal value of €1 each.
After completion of the Reserved Capital Increases and the issue
of the New Shares whose admission to trading has been requested,
the number of shares in the Company's share capital will rise to
783,088,675 shares with a nominal value of €1.
C.4 Rights attached to the New Shares
Pursuant to applicable French law and the Company's bylaws in
their current form, the principal rights attached to the New Shares
issued as part of the Capital Increase by way of Preferential
Subscription Rights are as follows:
- dividend rights;
- voting rights;
- preferential subscription rights of
same class securities;
- right to share in any surplus in the
event of liquidation.
Double voting rights are allocated to all fully paid up shares
that can be shown to have been registered in the name of the same
shareholder for at least two years (Article L. 225-123 of the
French Commercial Code and Article 11 of the Company’s bylaws).
Form: the New Shares will be in registered form or bearer
form, at the subscribers' discretion.
Dividend rights and listing of the New Shares: the New
Shares will be entitled to receive dividends and all other
distributions declared by the Company as from the date of their
issuance.
The New Shares will be admitted to trading on the regulated
market Euronext in Paris ("Euronext Paris") on 23 May
2014.
C.5 Restrictions on the sale of the shares
Not applicable.
C.6 Application for admission
Application will be made to admit the New Shares to trading on
Euronext Paris upon their issuance, which is scheduled for 23 May
2014, under the same ISIN code as the Company’s existing shares
(ISIN code: FR 0000121501).
C.7 Dividend policy
The Company paid a dividend of €1.10 per share in 2011 for the
2010 fiscal year and did not pay any dividend in 2012 and 2013.
In light of the Group's 2013 results and in order to give
priority to allocating financial resources to the Group's
development, the Company will not pay a dividend in 2014 for the
2013 fiscal year.
Section D - Risks
D.1 Principal risks specific to the issuer and its business
sector
The principal risk factors relating to the Company, the Group
and its industry are listed below. These comprise:
- operational risks and in particular
risks associated with the economic and geopolitical environment,
risks associated with the development, launch and sale of new
vehicles, customer and dealer risks, raw material risks and
supplier risks;
- industrial and environmental risks:
damage to one of the Group's manufacturing plants could compromise
the production as well as the marketing of several hundred thousand
vehicles;
- workplace health and safety risks;
- risks associated with the cooperation
agreements;
- information system risks;
- financial market risks: the Group is
exposed to liquidity risks, as well as interest rate, counterparty,
credit, currency and other market risks, and particularly to risks
associated with changes in raw materials prices and in stock market
variations;
- risks relating to the business of
Banque PSA Finance, in particular risks associated with the
financing of Banque PSA Finance (and to the planned partnership
with Santander), credit risks and liquidity risks;
- legal and contractual risks relating to
the Company’s roles as an employer, designer and distributor of the
Group's vehicles (particularly including risks associated with
judicial and arbitration proceedings, competition law, changes in
regulations, loan covenants, pension obligations, intellectual
property rights and off-balance sheet commitments);
- risks related to the purchase of
components and the supply of services;
- risks related to the fact that the
implementation of the partnership with Dongfeng Motor Group Company
Limited is contingent on meeting a certain set of conditions;
- risk related to the fact that the
synergies or objectives expected from the reinforced partnership
with DFG might not be achieved.
D.3 Principal risks related to the Company's shares
The principal risk factors related to the Company's New Shares
are listed below:
- The market for the preferential
subscription rights may only offer limited liquidity and be subject
to high volatility.
- Shareholders not exercising their
preferential subscription rights will see their ownership stake in
the Company’s share capital diluted.
- The market price for the Company’s
shares may fluctuate and fall below the subscription price for
shares issued upon exercise of the preferential subscription
rights.
- The volatility and liquidity of the
Company’s shares may fluctuate significantly.
- Sales of the Company's shares or
preferential subscription rights may occur on the market during the
subscription period in the case of preferential subscription
rights, or during or after the subscription period in the case of
shares, and may have a negative impact on the market price of the
shares or of the preferential subscription rights.
- In the event of a decrease in the
market price of the Company’s shares, the value of the preferential
subscription rights may decline.
- Investors who have acquired
preferential subscription rights on the market may have acquired
rights that ultimately become null and void, if the underwriting
agreement is terminated and if, in the latter event, the amount of
subscriptions received is less than three-quarters of the
contemplated issue.
Section E - Offering
E.1 Total net proceeds of the offering
By way of illustration, the gross proceeds of the Capital
Increase by way of Preferential Subscription Rights total
€1,953,187,996.27 and the net proceeds of the Capital Increase by
way of Preferential Subscription Rights are estimated at €1,892.96
million.
Estimate of total costs of the offering
Estimate of costs of the Capital Increase by way of Preferential
Subscription Rights: fees of financial intermediaries and legal and
administrative fees: €60.23 million.
E.2a Reasons for the offering
The issue of the New Shares, together with the Reserved Capital
Increases and the issue of warrants and the signing of a new €3
billion syndicated line of credit (consisting of a €2 billion
tranche maturing in five years and a €1 billion tranche maturing in
three years with two options for one-year extensions), (subject to
the completion of the warrants issue, the Reserved Capital
Increases and the Capital Increase by way of Preferential
Subscription Rights), is to strengthen the balance sheet and the
Group's liquidity.
The total amount of the Reserved Capital Increases, including
issue premiums, is €1.048 billion and the total amount of the
Capital Increase by way of Preferential Subscription Rights,
including issue premiums, is €1.953 billion, for a total amount of
€3.0 billion.
These transactions will enable PSA Peugeot Citroën to make key
investments to implement its "Back in the Race" plan and to
reinforce its competitiveness in Europe and its globalisation
strategy:
- transform the business model of PSA
Peugeot Citroën in Latin America and Russia to restore
profitability;
- develop state-of-the-art CO2
technologies and advanced driving assistance systems;
- invest to establish a competitive
industrial footprint in Europe;
- reduce net debt.
E.3 Terms and conditions of the offering
Number of New Shares to be issued: 288,506,351 ordinary
shares in the Company.
Subscription price: the subscription price for the New
Shares under the Capital Increase by way of Preferential
Subscription Rights is €6.77 per share, where €1 represents the
nominal value per share and €5.77 represents the issue premium.
The Company will publish a press release on 30 April 2014, after
the detachment of the warrants allocated free of charge to existing
shareholders but before the detachment of the preferential
subscription rights, indicating the face value of the discount
compared with the traded exchange price of the shares of Peugeot
S.A.
Preferential Subscription Rights
The subscription of New Shares will be reserved preferentially
to holders of existing shares recorded in their securities account
at the close of trading on 30 April 2014, who will be allocated
preferential subscription rights, and to transferees of
preferential subscription rights.
Holders of preferential subscription rights will be entitled to
subscribe:
- by irrevocable entitlement (à titre
irréductible), for 7 New Shares for every 12 existing shares owned
(12 preferential subscription rights will entitle the holder of
such rights to subscribe for 7 New Shares at a price of €6.77 per
share);
- and, subject to reduction (à titre
réductible),any additional New Shares over and above the number of
shares to which they are entitled as part of the exercise of their
preferential subscription rights by irrevocable entitlement.
The preferential subscription rights will be detached on 2 May
2014 and traded on Euronext Paris until the end of the subscription
period, i.e. up to and including 14 May 2014, under the ISIN code
FR0011872241.
Theoretical value of the preferential subscription
rights
By way of an exception to the usual practice, given the
detachment of, and the number of, the warrants allocated free of
charge to existing shareholders which will occur after this
prospectus, the Company will issue a press release on 30 April
2014, i.e. before the detachment of the preferential subscription
rights, in which it will indicate the theoretical value of
preferential subscription rights, the theoretical ex-rights value
of the share, and the discounts of the issue price of the New
Shares compared with the market price of the share and with the
theoretical ex-rights value of the share. The theoretical value of
the preferential subscription rights will therefore be based on a
reported market price of the ex-warrant shares, given that the
warrants will have been allocated on 29 April and will be listed
separately as of that date.
Subscription intentions of the principal shareholders
Pursuant to the subscription commitments signed on 28 April 2014
by DMHK, SOGEPA, EPF and FFP, who will hold 14.13%, 14.13%, 4.51%
and 13.62%, respectively, of the share capital and 12.54%, 12.54%,
7.44% and 20.95%, respectively, of the voting rights of the Company
upon completion of the Reserved Capital Increases to the benefit of
DMHK and SOGEPA, which is the subject matter of the Securities Note
approved by the AMF under number 14-121, it has been irrevocably
agreed that:
- DMHK shall exercise 69,866,664
preferential subscription rights detached from the 69,866,666
shares it will hold upon completion of the Reserved Capital
Increases, in order to subscribe by irrevocable entitlement for
40,755,554 New Shares (which reflects a subscription amount
including premiums of €275,915,100.58);
- SOGEPA shall exercise 69,866,664
preferential subscription rights detached from the 69,866,666
shares it will hold upon completion of the Reserved Capital
Increases, in order to subscribe by irrevocable entitlement for
40,755,554 New Shares (which reflects a subscription amount
including premium of €275,915,100.58);
- EPF shall exercise 6,833,916
preferential subscription rights among the 22,312,608 preferential
subscription rights detached from its 22,312,608 shares (i.e.
exercise of 30.63% of its detached preferential subscription
rights), in order to subscribe by irrevocable entitlement for
3,986,451 New Shares (which reflects a subscription amount
including premium of €26,988,273.27);
- FFP shall exercise
29,057,952 preferential subscription rights among the 67,372,689
preferential subscription rights detached from its 67,372,689
shares (i.e. exercise of 43.13% of its detached preferential
subscription), in order to subscribe by irrevocable entitlement for
16,950,472 New Shares (which reflects a subscription amount
including premium of €114,754,695.44).
The preferential subscription rights detached but not exercised
by EPF and FFP, amounting to 53,793,429 preferential subscription
rights, and representing approximately (i) 10.88% of the total
number of preferential subscription rights, and (ii) 16.87% of the
number of preferential subscription rights not taken up under the
subscription undertakings of DMHK, SOGEPA, EPF and FFP will
consequently be sold by EPF and FFP. The sale of these rights could
take place in an orderly manner, according to opportunities arising
over the subscription period, either through an accelerated
book-building procedure (in the latter case, EPF and FFP will issue
a press release in relation to the operation), or during OTC
transactions.
Underwriting
Pursuant to an underwriting agreement relating to the New Shares
which will be entered into on 28 April 2014 between the Company and
a banking syndicate led by Banco Santander, BNP PARIBAS, Citigroup,
Crédit Agricole Corporate and Investment Bank, Deutsche Bank, HSBC,
Morgan Stanley, Natixis, Société Générale CIB, Banca IMI, CM-CIC
Securities, Commerzbank, and UniCrédit Bank AG acting as
underwriters (collectively the "Underwriters"), the
Underwriters severally but not jointly undertake to arrange for the
subscription of, or, in the event that any New Shares remain
unsubscribed for at the end of the subscription period, to
subscribe for, all the New Shares issued, except for those subject
to DMHK, SOGEPA,EPF and FFP’s subscription undertakings
This underwriting agreement does not constitute a performance
guarantee (garantie de bonne fin) within the meaning of Article
L. 225-145 of the French Commercial Code. This underwriting
agreement may be terminated under certain circumstances described
in section 5.4.3 of this Securities Note. The Capital Increase by
way of Preferential Subscription Rights may not be completed and
subscriptions may be retroactively cancelled if the underwriting
agreement is terminated and if, in the latter event, the amount of
subscriptions received is less than three-quarters of the proposed
issue.
Lock-up commitment of the Company and standstill commitments
of the main shareholders
Company: undertaking not to carry out any transactions, either
immediately or going forward, on the capital of the Company for a
period of 180 days after the settlement-delivery of the Capital
Increase by way of Preferential Subscription Rights (excluding
capital transactions carried out for the benefit of employees,
shares issued or exchanged as part of the exercise of the
conversion/exchange option of OCEANEs or the implementation of the
share buy-back programme).
DMHK: undertaking to refrain from selling shares in any manner
whatsoever for a period of 180 days after the settlement-delivery
of the Capital Increase by way of Preferential Subscription Rights
(excluding, in particular, sales made with the prior written
consent of the Global Coordinators, Lead Managers and Bookrunners
or in case of transfer to an affiliate of DFG).
SOGEPA: undertaking to refrain from selling shares in any manner
whatsoever for a period of 180 days after the settlement-delivery
of the Capital Increase by way of Preferential Subscription Rights
(excluding, in particular, sales made with the prior written
consent of the Global Coordinators, Lead Managers and Bookrunners
or in case of transfer to an affiliate of the French Republic).
EPF: undertaking to refrain from selling shares in any manner
whatsoever for a period of 180 days after the settlement-delivery
of the Capital Increase by way of Preferential Subscription Rights
(excluding, in particular, sales made with the prior written
consent of the Global Coordinators, Lead Managers and Bookrunners
or in case of transfer to an affiliate of EPF or FFP).
FFP: undertaking to refrain from selling shares in any manner
whatsoever for a period of 180 days after the settlement-delivery
of the Capital Increase by way of Preferential Subscription Rights
(excluding, in particular, sales made with the prior written
consent of the Global Coordinators, Lead Managers and Bookrunners
or in case of transfer to an affiliate of EPF or FFP).
Countries in which the Capital Increase by way of
Preferential Subscription Rights will be open to the public
The offering will be extended to the public in France only.
Restrictions applicable to the offering
The distribution of this Prospectus, the sale of the shares and
of the preferential subscription rights and the subscription of the
New Shares may, in certain countries including the United States of
America, be governed by specific regulations.
Procedure for exercising preferential subscription
rights
To exercise their preferential subscription rights, holders must
submit a request to their authorised financial intermediary at any
time between 2 May 2014 and up to and including 14 May 2014, and
pay the applicable subscription price. Any preferential
subscription rights not exercised by the end of the subscription
period, i.e., at the close of trading on 14 May 2014, will
automatically become null and void.
Financial intermediaries
Shareholders holding shares in registered form administered by
an intermediary or bearer shares: subscriptions should be submitted
to the financial intermediaries holding their accounts up to and
including 14 May 2014.
Shareholders holding shares in registered form administered by
the Company: subscriptions should be submitted to Société Générale
Securities Services, 32, rue du Champ-de-tir, BP 81236, 44312
Nantes Cedex 03, France, up to and including 14 May 2014.
Centralising institution charged with delivering the certificate
of deposit of funds confirming the completion of the Capital
Increase by way of Preferential Subscription Rights: Société
Générale Securities Services, 32, rue du Champ-de-tir, BP 81236,
44312 Nantes Cedex 03, France.
Joint Global Coordinators, Co-Lead Managers and Joint
Bookrunners
Banco Santander, BNP PARIBAS, Citigroup, Crédit Agricole
Corporate and Investment Bank, Deutsche Bank, HSBC, Morgan Stanley,
Natixis and Société Générale Corporate and Investment Bank
Co-Lead Managers of the offer
Banca IMI, CM-CIC Securities, Commerzbank and UniCredit Bank
AG
Indicative timetable of the capital increase
24 March 2014 Publication of a notice in the Bulletin des
Annonces Légales Obligatoires with respect to the suspension of the
right to exercise stock options and bonds convertible into and/or
exchangeable for new or existing shares issued by the Company
("
OCEANE"). 31 March 2014 Commencement of the suspension
period for the exercise of stock options and OCEANEs. 28 April 2014
AMF approval on the Prospectus.
Execution of the underwriting
agreement.
Record date* for the allocation of
warrants.
29 April 2014 Publication of a press release by the Company
describing the main characteristics of the Capital Increase by way
of Preferential Subscription Rights and the availability of the
Prospectus.
Publication by Euronext Paris of the
issuance notice regarding the Capital Increase by way of
Preferential Subscription Rights.
Subscription and payment of new shares by
DMHK and SOGEPA and issue of new shares as part of the Reserved
Capital Increases.
Delivery of warrants and admission of the
new shares to trading on Euronext Paris.
30 April 2014 Publication of a notice in the BALO to inform holders
of OCEANEs and warrants.
Publication of a press release by the
Company indicating the discount to the stock market price and the
theoretical value of the preferential subscription rights.
2 May 2014 Opening of the subscription period of the Capital
Increase by way of Preferential Subscription Rights.
Detachment and commencement of trading of
the preferential subscription rights on Euronext Paris.
14 May 2014 Closing of the subscription period for the Capital
Increase by way of Preferential Subscription Rights.
End of trading of the preferential
subscription rights.
21 May 2014
Publication by Euronext Paris of the press
release announcing the result of the Capital Increase by way of
Preferential Subscription Rights.
Publication by Euronext Paris of the
admission notice for the New Shares, indicating the final amount of
the Capital Increase by way of Preferential Subscription Rights and
the allotment ratio for subscriptions subject to reduction.
23 May 2014
Settlement and delivery of the Capital
Increase by way of Preferential Subscription Rights.
Admission of the New Shares to trading on
Euronext Paris.
1 July 2014
Resumption of the right to exercise stock
options and OCEANEs.
* Accounting registration date used for
the allocation of warrants
A reserved capital increase will also be
offered to employees to involve them in the Group’s recovery.
E.4 Interests that might significantly affect the
issue
The Underwriters (and/or certain of their affiliates) have
provided and/or may in the future provide the Company or companies
within the Group, their shareholders or their directors and
officers with various banking, financial, investment, commercial
and other services, for which they have received or may receive a
fee.
E.5 Individual or entity offering the securities
for sale Preferential subscription rights detached
from the Company's treasury shares :
Pursuant to Article L. 225-206 of the
French Commercial Code, the Company cannot subscribe for its own
shares. Preferential subscription rights detached from the
12,788,627 treasury shares held by the Company at 28 April 2014,
i.e. 3.6% of the share capital at 28 April 2014, will be sold on
the market before the end of the subscription period, on the
conditions mentioned in Article L. 225-210 of the French Commercial
Code.
Lock-up agreements See information given at
Element E.3.
E.6 Amount and percentage of dilution
Dilution
Impact of the Capital Increase by way of Preferential
Subscription Rights on shareholders’ equity
By way of illustration, and without accounting for adjustments
of the OCEANEs due to the warrants issue and adjustments of the
warrants and OCEANEs due to the Capital Increase by way of
Preferential Subscription Rights, the impact of the Capital
Increase by way of Preferential Subscription Rights on the portion
per share of consolidated shareholders’ equity attributable to the
Group (a calculation made using consolidated shareholders’ equity
attributable to the Group as at 31 December 2013 as stated on the
consolidated financial statements at 31 December 2013 and the
342,060,365 shares making up the Company's share capital after
deducting the treasury shares) would be as follows:
Portion of shareholders' equityper share
(in euros) Non-diluted basis
Diluted basis(1) Prior to the issue of 139,733,332
shares as part of the Reserved Capital Increases and New Shares
arising from this Capital Increase by way of Preferential
Subscription Rights 20.12 17.46 After the issue of
the 139,733,332 shares as part of the Reserved Capital Increases
16.46 15.20 After the issue of the 139,733,332 shares
as part of the Reserved Capital Increases and issue of the
288,506,351 New Shares arising from this Capital Increase by way of
Preferential Subscription Rights 12.75 12.44
(1) In the event of the exercise of all of the 3,259,035 stock
options and the conversion or exchange of the 22,907,053 OCEANEs
outstanding, and of all the 342,060,365 warrants.
Impact of the Capital Increase by way of Preferential
Subscription Rights on shareholders
By way of illustration, and without accounting for adjustments
of the OCEANEs due to the warrants issue and adjustments of the
warrants and OCEANEs due to the Capital Increase by way of
Preferential Subscription Rights, the impact of the Capital
Increase by way of Preferential Subscription Rights on the equity
investment of a shareholder owning 1% of the Company's share
capital before the issues and not subscribing for them (calculated
on the 354,848,992 shares making up the Company's share capital as
at 31 December 2013) would be as follows:
Shareholder interest (%)
Non-diluted basis Diluted basis(1)
Prior to the issue of 139,733,332 shares as part of the Reserved
Capital Increases and New Shares arising from this Capital Increase
by way of Preferential Subscription Rights 1.00%
0.73% After the issue of the 139,733,332 shares as part of the
Reserved Capital Increases 0.72% 0.57% After the
issue of the 139,733,332 shares as part of the Reserved Capital
Increases and the issue of the 288,506,351 New Shares arising from
this Capital Increase by way of Preferential Subscription Rights
0.45% 0.39%
(1) In the event of the conversion into New Shares of the
22,907,053 OCEANEs outstanding and the exercise of all of the
342,060,365 warrants.
E.7 Estimate of costs invoiced to the investor
Not applicable.
About PSA Peugeot CitroënWith its three world-renowned
brands, Peugeot, Citroën and DS, PSA Peugeot Citroën sold
2.8 million vehicles worldwide in 2013, of which 42% outside
Europe. The second largest carmaker in Europe, PSA Peugeot Citroën
recorded sales and revenue of €54 billion in 2013. The Group is the
European leader in terms of CO emissions, with an average of 115.9
grams of CO2/km in 2013. PSA Peugeot Citroën has sales operations
in 160 countries. It is also involved in financing activities
(Banque PSA Finance) and automotive equipment (Faurecia).For more
information, please visit www.psa-peugeot-citroen.com
Communications Department,
Media relations 75 av. de la Grande Armée - 75116
ParisTelephone (33 1) 40 66 42 00 - www.psa-peugeot-citroen.com
PSA Peugeot CitroënMedia RelationsPierre-Olivier
Salmon, +33 (0) 1 40 66 49 94pierreolivier.salmon@mpsa.comorXiaoyan
Hua-Schwab, +33 (0) 1 40 66 54
22xiaoyan.hua-schwab@mpsa.comorAntonia Krpina, +33 (0) 1 40 66 48
02antonia.krpina@mpsa.comorInvestors RelationsCarole
Dupont-Pietri, +33 (0) 1 40 66 42
59carole.dupont-pietri@mpsa.comorAnne-Laure Descleves, +33 (0) 1 40
66 43 65annelaure.descleves@mpsa.comorKarine Douet, +33 (0) 1 40 66
57 45karine.douet@mpsa.com
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