Regulatory News:
PSA Peugeot Citroën (Paris:UG):
Not for release, publication or distribution,
directly or indirectly, in or into the United States, Canada,
Australia or Japan
In accordance with the announcement of the launch of its capital
increase with preferential subscriptions rights on 29 April 2014
with a ratio of 7 new shares, at a unit subscription price of
€6.77, for 12 existing shares (see the launch press release dated
29 April 2014), PSA Peugeot Citroën indicates today the theoretical
value of the preferential subscription right, after detachment of
the warrants granted to existing shareholders.
Based on the PSA Peugeot Citroën share closing price on 30 April
2014 (€12.755, the theoretical value of preferential subscription
rights is €2.205 and the theoretical ex-rights value of the share
(“Theoretical Ex-right Value of the Share”) is thus €10.55.
The subscription price of €6.77 per new share represents a 46.9%
discount to the closing price of the PSA Peugeot Citroën share on
30 April 2014 and a 35.8% discount to the Theoretical Ex-rights
Value of the Share.
These values are not necessarily indicative of the expected
value of the preferential subscription rights during the
subscription period, nor of the ex-rights value, of the shares, nor
of the discounts, as observed in the market.
PSA Peugeot Citroën reminds that 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. Subscriptions subject to reduction (à titre
réductible) will be accepted.
Settlement and delivery and admission to trading on the
regulated market of Euronext in Paris of the new shares is
scheduled to take place on 23 May 2014.
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 Area
This 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 Kingdom
The 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 States
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, 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 Japan
The 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.
Stabilization
Not applicable.
PSA Peugeot Citroën
With its three world-renowned brands, Peugeot, Citroën and DS,
the Group sold 2.8 million vehicles worldwide in 2013, out of which
42% outside Europe. As Europe’s second largest carmaker, it
recorded sales of €54 billion in 2013. PSA Peugeot Citroën has
sales offices in 160 countries. The Group confirms its position of
European leader in terms of CO2 emissions, with an average of 116.2
grams of CO2/km in 2013. Its activities also include financing
activities (Banque PSA Finance) and automotive equipment
(Faurecia). For more information go to
http://www.psa-peugeot-citroen.com
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 around3% in Europe and
around10% 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
Estimate of total costs 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 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.
Media 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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