CREDIT AGRICOLE S.A. ANNOUNCES SUCCESS OF EARLY PARTICIPATION PHASE
OF ITS EXCHANGE OFFER FOR GBP ADDITIONAL TIER 1 SECURITIES
Montrouge, 7 June 2021
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY
AND IS NOT AN OFFER TO EXCHANGE,
OR A SOLICITATION OF OFFERS TO
EXCHANGE, ANY SECURITIES.
CREDIT AGRICOLE S.A.
ANNOUNCES SUCCESS
OF EARLY PARTICIPATION
PHASE OF ITS EXCHANGE OFFER FOR
GBP ADDITIONAL TIER 1
SECURITIES
GBP383,445,000
SUBMITTED FOR EXCHANGE BY EARLY
PARTICIPATION DEADLINE
Crédit Agricole S.A. (the
“Issuer”) today announces the early participation
results of its invitation to offer to exchange any and all of its
outstanding legacy Undated Deeply Subordinated Additional Tier 1
Fixed Rate Resettable GBP Notes (the “Existing
Notes”) for an equivalent principal amount of its new
Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable
GBP Notes (the “New Notes”) (the
“Exchange Offer”). The Exchange
Offer is being made on the terms and subject to the conditions
described in the English-language exchange offer memorandum dated
20 May 2021 (the “Exchange Offer Memorandum”).
As of 5:00 p.m. London time (12:00 p.m. New York
City time) on 4 June 2021 (the “Early Participation
Deadline”), valid offers to exchange were received, and
will be accepted in full for exchange by the Issuer, with respect
to GBP383,445,000 of Existing Notes, exceeding the GBP250 million
Minimum Exchange Condition amount. As a result, GBP383,445,000 of
New Notes will be issued on 9 June 2021 (the “Early
Participation Settlement Date”). Additionally, the Issuer
will pay these early exchanging holders an Early Participation
Amount of GBP1.00 per GBP1,000 principal amount of Existing Notes
exchanged on the Early Participation Settlement Date. The Issuer
will also pay these early exchanging holders accrued interest of
GBP16.03 per GBP1,000 principal amount of Existing Notes.
The Exchange Offer remains open and will expire
at 5:00 p.m. London time (12:00 p.m. New York City time) on 18 June
2021. Holders of Existing Notes that tender prior to the expiration
of the Exchange Offer will receive an equivalent principal amount
of New Notes, but they will not receive the Early Participation
Amount (nor will they receive accrued interest, which will be paid
directly on such Existing Notes on the coupon payment date (i.e.,
23 June 2021)).
Application will be made for the listing and
admission to trading of the New Notes on the regulated market of
Euronext Paris, as from 23 June 2021, subject to the approval of
the listing prospectus by the French Autorité des marchés
financiers.
The Exchange Offer is not made to any investors
or in any jurisdiction in which it would be illegal or would
require the preparation and filing of a prospectus or other
document with a securities regulator.
DISCLAIMER
This announcement is not an offer to purchase or
sell, or a solicitation of offers to purchase or sell, any
securities.
This announcement is not an invitation to
participate in the Offer. Such an invitation will only be extended
by means of the Exchange Offer Memorandum that will be provided
only to Eligible Holders. The distribution of this announcement in
certain countries may be prohibited by law.
United States. This
announcement is not an offer for sale of securities in the United
States or any other jurisdiction. Securities may not be offered or
sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended.
Crédit Agricole S.A. does not intend to register any of the New
Notes in the United States or to conduct a public offering of the
New Notes in the United States.
United Kingdom.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The
New Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom
(“UK”). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of UK domestic law by virtue of the EUWA; (ii) a
customer within the meaning of the provisions of the Financial
Services and markets Act 2000 (as amended, the
“FSMA”) and any rules or regulations made under
the FSMA to implement the Directive (EU) 2016/97 (as amended, the
“Insurance Distribution Directive”), where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the “EUWA”); or
(iii) not a qualified investor as defined in Article 2 of the
Regulation (EU) 2017/1129 (as amended, the “Prospectus
Regulation”) as it forms part of UK domestic law by virtue
of the EUWA. Consequently, no key information document required by
the PRIIPs Regulation as it forms part of UK domestic law by virtue
of the EUWA (the “UK PRIIPs Regulation”) for
offering or selling the New Notes or otherwise making them
available to retail investors in the UK has been prepared and
therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
UK MiFIR
product governance / target market - The
Prospectus in respect of the New Notes will include a legend
entitled “UK MiFIR
Product Governance” which will outline the target
market assessment in respect of the New Notes and which channels
for distribution of the New Notes are appropriate. Any distributor
should take into consideration the target market assessment;
however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the
“UK MiFIR Product
Governance Rules”) is responsible for undertaking its own
target market assessment in respect of the New Notes (by either
adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to the
issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any New Notes is a
manufacturer in respect of such New Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the UK MiFIR Product
Governance Rules.
None of the communication of this announcement,
the Exchange Offer Memorandum or any other documents or materials
relating to the Offer is being made or directed at, and the
Exchange Offer Memorandum has not been approved, by an authorised
person for the purposes of section 21 of the FSMA.
Accordingly, the Exchange Offer Memorandum and/or such other offer
material is not being distributed to or directed at, and must not
be passed on to, the general public in the UK. Rather, the
communication of the Exchange Offer Memorandum is only being
distributed to and is only directed at (i) persons who are outside
the UK or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or
(iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to
(e) of the Order (all such persons together being referred to as
“Relevant Persons”). The New Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such New Notes will be engaged in
only with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this announcement or any of its
contents.
European Economic Area. Neither
this announcement nor the Exchange Offer Memorandum constitute a
prospectus for the purposes of the Prospectus Regulation.
In any European Economic Area Member State
(each, a “Member State”), this announcement, the
Exchange Offer Memorandum and any other documents or materials
relating to the Offer are only addressed to and are only directed
at qualified investors within the meaning of the Prospectus
Regulation, in that Member State. Each person in a Member State who
receives any communication in respect of the Offer contemplated in
this announcement, the Exchange Offer Memorandum and any other
documents or materials relating to the Offer will be deemed to have
represented, warranted and agreed to and with the Dealer Managers
and Crédit Agricole S.A. that it is a qualified investor within the
meaning of Article 2(e) of the Prospectus Regulation.
PROHIBITION OF SALES TO EEA RETAIL
INVESTORS – The New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European
Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
(EU) 2014/65 (as amended, “MiFID II”); or (ii) a
customer within the meaning of the Insurance Distribution
Directive, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II, or
(iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the New Notes or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target
market – The Prospectus in respect of the New Notes will
include a legend entitled “MiFID II Product Governance” which will
outline the target market assessment in respect of the New Notes
and which channels for distribution of the New Notes are
appropriate. Any person subsequently offering, selling or
recommending the New Notes (a “distributor”)
should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the New
Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
Italy. None of the Offer, this
announcement, the Exchange Offer Memorandum or any other documents
or materials relating to the Offer have been or will be submitted
to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa (“CONSOB”) pursuant to
applicable Italian laws and regulations.
The Offer is being carried out in the Republic
of Italy (“Italy”) as exempted Offer pursuant to
Article 101-bis, paragraph 3-bis of Legislative Decree
No. 58 of February 24, 1998, as amended (the
“Consolidated Financial Act”) and
article 35-bis, paragraph 3 of CONSOB Regulation No.
11971 of May 14, 1999, as amended.
Eligible Holders that are resident and/or
located in Italy can exchange the Existing Notes through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Consolidated Financial Act, CONSOB Regulation
No. 20307 of February 15, 2018, as amended, and Legislative
Decree No. 385 of September 1, 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Existing Notes or the Offer.
CRÉDIT AGRICOLE S.A.
PRESS CONTACT
Charlotte de
Chavagnac + 33 1 57
72 11
17 charlotte.dechavagnac@credit-agricole-sa.frOlivier
Tassain + 33 1 43 23
25
41 olivier.tassain@credit-agricole-sa.fr
Find our press release on: www.credit-agricole.com -
www.creditagricole.info
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- CREDIT AGRICOLE S.A. ANNOUNCES SUCCESS OF EARLY PARTICIPATION
PHASE OF ITS EXCHANGE OFFER FOR GBP ADDITIONAL TIER 1
SECURITIES
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