Regulatory News:
Not for distribution in Canada, Japan or
Australia
Europcar Mobility Group S.A. (“Europcar Mobility Group“
or the “Company“) (Paris:EUCAR), a société anonyme organised
under the laws of France, today announced that EC Finance plc has
priced its offering (the “Notes Offering”) of €500 million
Sustainability-Linked Senior Secured Notes due 2026 (the
“Sustainability-Linked Notes”).
The Sustainability-Linked Notes will bear interest at a rate of
3.0% per annum, subject to adjustments described below, payable
semi-annually. The Notes Offering is expected to close on October
7, 2021, subject to customary closing conditions.
The gross proceeds from the Notes Offering, together with
cash-on-hand, will be used for:
- early redemption in full of the 2.375%
Senior Secured Notes due 2022 issued by EC Finance plc (the
“2022 Notes”), including redemption premium, and - payment
of related costs, fees and expenses.
As part of this Notes Offering, Europcar Mobility Group has
established robust and ambitious sustainability performance
targets, namely: (1) reducing carbon emissions for its car and van
fleet to reach an average of 93 g CO2/km and 144 g CO2/km
respectively by the end of 2024 and (2) its target to have green
vehicles (less than 50 g CO2/km) account for 20% of its car and van
fleet by the end of 2024. These two goals constitute the
sustainability performance targets applicable to the
Sustainability-Linked Notes. Under the terms of the
Sustainability-Linked Notes, if Europcar Mobility Group does not
satisfy either or both of the sustainability performance targets
prior to December 31, 2024 (“Testing Date”), the interest rate
applicable to the Sustainability-Linked Notes will be increased.
The interest rate will be increased by 0.125% per annum on the
Testing Date if the first sustainability performance target has not
been met, and by 0.125% per annum on the Testing Date if the second
sustainability performance target has not been met.
The Sustainability‐Linked Financing Framework is available
here:
https://investors.europcar-group.com/financial-documentation/debt
DISCLAIMER
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any
offer, solicitation or sale of the notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
This announcement is solely an advertisement and does not
constitute a prospectus within the meaning of Regulation (EU)
2017/1129 of the European Parliament and of the Council of June 14,
2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC, as amended (the “Prospectus
Regulation”).
This press release does not, and shall not, in any circumstances
constitute a public offering by Europcar Mobility Group of
Sustainability-Linked Notes nor an invitation to the public in
connection with any offer. No action has been or will be taken in
any country or jurisdiction that would permit a public offering of
the Sustainability-Linked Notes, or the possession or distribution
of this press release or any other offering or publicity material
relating to the Sustainability-Linked Notes, in any country or
jurisdiction where action for that purpose is required. The
offering or subscription of the Sustainability-Linked Notes may be
subject to specific legal or regulatory restrictions in certain
jurisdictions. Europcar Mobility Group does not take any
responsibility for any violation of any such restrictions by any
person.
The Sustainability-Linked Notes will be offered only to
qualified investors within the meaning of Article 2(1)(e) of the
Prospectus Directive.
With respect to the Member States of the European Economic Area
other than France (each, a “relevant Member State”) 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
Sustainability-Linked Notes can only be offered and will only be
offered in relevant Member States (a) to legal entities that are
qualified investors as defined in the Prospectus Regulation, or (b)
in accordance with the other exemptions of Article 1(4) of the
Prospectus Regulation.
For the purposes of this paragraph, the notion of an “offer to
the public of securities” in each of the relevant Member States,
means any communication to persons in any form and by any means,
presenting sufficient information on the terms of the offer and the
securities to be offered, so as to enable an investor to decide to
purchase or subscribe for those securities.
This selling restriction comes in addition to the other selling
restrictions applicable in the relevant Member States.
This press release does not constitute or form part of any offer
or solicitation to purchase or subscribe for securities in the
United States. Securities may not be offered or sold in the United
States unless they are registered under the Securities Act of 1933,
as amended (the "Securities Act") or exempt from registration
thereunder. The Sustainability-Linked Notes have not been and are
not being registered under the Securities Act and Europcar Mobility
Group, nor any of its shareholders or affiliates, intend to
register any portion of the proposed offering in the United States
or to conduct a public offering of securities in the United States.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.
This announcement is directed only to persons who (i) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order, (iii) are outside the
United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity within the meaning of
section 21 of FSMA in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
“relevant persons”). This announcement is directed only at relevant
persons and must not be acted on or relied on by persons who are
not relevant persons. The Sustainability-Linked Notes are being
offered solely to “qualified investors” pursuant to the Prospectus
Regulation as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK
Prospectus Regulation”).
This press release may not be published, forwarded or
distributed in Canada, Australia or Japan.
MiFID II Product governance
According to the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial
instruments, as amended (“MiFID II”); (b) Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures, the target market
assessment in respect of the Sustainability-Linked Notes offered in
the global offering has led to the conclusion that : (i) the target
market of the Sustainability-Linked Notes is eligible
counterparties and professional clients, each as defined in MiFID
II; and (ii) all channels for distribution of the
Sustainability-Linked Notes to eligible counterparties and
professional clients are appropriate (the “Target Market
Assessment”). Any person subsequently offering, selling or
recommending the Sustainability-Linked Notes (a
“distributor”) should take into consideration the
manufacturer’s Target Market Assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Sustainability-Linked Notes (by
either adopting or refining the manufacturer’s Target Market
Assessment) and determining appropriate distribution channels.
Solely for the purposes of each manufacturer’s product approval
process, the target market assessment in respect of the
Sustainability-Linked Notes, has led to the conclusion that: (i)
the target market for the Sustainability-Linked Notes is only
eligible counterparties, as defined in the Financial Conduct
Authority (“FCA”) Handbook Conduct of Business Sourcebook
(“COBS”), and professional clients, as defined in Regulation
(EU) № 600/2014, as it forms part of domestic law by virtue of the
EUWA (“UK MiFIR”); and (ii) all channels for distribution of
the Sustainability-Linked Notes to eligible counterparties and
professional clients are appropriate (the “UK Target Market
Assessment”). Any person subsequently offering, selling or
recommending the securities (a “distributor”) should take into
consideration the manufacturers’ 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 Sustainability-Linked Notes (by either
adopting or refining the manufacturers’ target market assessment)
and determining appropriate distribution channels.
The Target Market Assessment is conducted solely for the
purposes of the manufacturer’s product approval process and neither
constitutes an assessment for any particular client of suitability
or appropriateness for the purposes of MiFID II nor a
recommendation to invest in, or purchase, or take any other action
whatsoever with respect to the Sustainability-Linked Notes.
Notwithstanding the Target Market Assessment, the attention of
distributors is drawn to the fact that: the price of the
Sustainability-Linked Notes may decline and investors could lose
all or part of their investment; the Sustainability-Linked Notes
offer no guaranteed income and no capital protection; and that an
investment in the Sustainability-Linked Notes is compatible only
with investors who do not need a guaranteed income or capital
protection, who are capable (either alone or in conjunction with an
appropriate financial or other adviser) of evaluating the merits
and risks of such an investment and have sufficient resources to be
able to bear any losses that may result therefrom.
This press release may include projections and other
“forward-looking” statements within the meaning of applicable
securities laws. Any such projections or statements reflect the
current views of Europcar Mobility Group about further events and
financial performance.
No assurances can be given that such events or performance will
occur as project and actual results may differ materially from
these projections.
About Europcar Mobility Group
Europcar Mobility Group is a major player in mobility markets
and listed on Euronext Paris. Europcar Mobility Group’s purpose is
to offer attractive alternatives to vehicle ownership, in a
responsible and sustainable manner. With this in mind, the Group
offers a wide range of car and van rental services – be it for a
few hours, a few days, a week, a month or more – with a fleet that
is already "C02 light" and equipped with the latest engines, and
which will be increasingly "green" in the years to come (more than
1/3 electric and hybrid vehicles by 2023). Customers’ satisfaction
is at the heart of the Group’s ambition and that of its employees.
It also fuels the ongoing development of new offerings in the
Group's three service lines - Professional, Leisure and Proximity -
which respond to the specific needs and use cases of both
businesses and individuals. The Group’s 4 major brands are:
Europcar® - the European leader of car rental and light commercial
vehicle rental, Goldcar® - the low-cost car-rental Leader in
Europe, InterRent® – ‘mid-tier’ car rental and Ubeeqo® – one of the
European leaders of round-trip car-sharing (BtoB, BtoC). Europcar
Mobility Group delivers its mobility solutions worldwide through an
extensive network in over 140 countries (including wholly owned
subsidiaries – 18 in Europe, 1 in the USA, 2 in Australia and New
Zealand – completed by franchises and partners).
Further details on our website:
www.europcar-mobility-group.com
Forward-looking statements This press release includes
forward-looking statements based on current beliefs and
expectations about future events. Such forward-looking statements
may include projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions
and/or expectations with respect to future financial results,
events, operations and services and product development, as well as
statements, regarding performance or events. Forward-looking
statements are generally identified by the words “expects”,
“anticipates”, “believes”, “intends”, “estimates”, “plans”,
“projects”, “may”, “would”, “should” or the negative of these terms
and similar expressions. Forward looking statements are not
guarantees of future performance and are subject to inherent risks,
uncertainties and assumptions about Europcar Mobility Group and its
subsidiaries and investments, trends in their business, future
capital expenditures and acquisitions, developments in respect of
contingent liabilities, changes in economic conditions globally or
in Europcar Mobility Group’s principal markets, competitive
conditions in the market and regulatory factors. Those events are
uncertain; their outcome may differ from current expectations which
may in turn materially affect expected results. Actual results may
differ materially from those projected or implied in these
forward-looking statements. Any forward-looking statement contained
in this press release is made as of the date of this press release.
Other than as required by applicable law, Europcar Mobility Group
does not undertake to revise or update any forward-looking
statements in light of new information or future events. The
results and the Group's performance may also be affected by various
risks and uncertainties, including without limitation, risks
identified in the "Risk factors" of the Universal Registration
Document registered by the Autorité des marchés financiers and also
available on the Group's website: www.europcar-mobility-group.com.
This press release does not contain or constitute an offer or
invitation to purchase any securities in France, the United States
or any other jurisdiction.
Regulated information related to this press
release is available on the website:
https://investors.europcar-group.com/results-center
www.europcar-mobility-group.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210924005145/en/
Investor Relations Caroline
Cohen - caroline.cohen@europcar.com
Press Relations Valérie
Sauteret - valerie.sauteret@europcar.com Vincent Vevaud -
vincent.vevaud@europcar.com