Crédit Agricole S.A. Launches Tender Offers for Perpetual Notes
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY
AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO SELL
ANY SECURITIES.
Montrouge 2 April 2020
Crédit Agricole S.A. Launches Tender
Offers for Perpetual Notes
____________________
Crédit Agricole S.A. today announced the launch
of simultaneous tender offers to purchase for cash (i) any and all
of its USD 6.637% Undated Deeply Subordinated Notes (the
“USD Notes”) (the “USD Tender
Offer”) and (ii) up to EUR 300 million less the euro
equivalent of the amount purchased in the USD Tender Offer (the
“Maximum Tender Amount”) of its EUR CMS Floater
Undated Deeply Subordinated Notes (the “EUR
Notes”) (the “EUR Tender Offer” and,
together with the “USD Tender Offer,” the
“Tender Offers”). The USD Tender Offer and the EUR
Tender Offer are each subject to certain offer restrictions further
described below. Further information on the USD Notes and EUR Notes
subject to the Tender Offers are included in Table I and Table II
below.
The USD Tender Offer is made upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
2 April 2020 (the “Offer to Purchase”). The
expiration date for the USD Tender Offer is 5:00 p.m., New York
City time/11:00 p.m., Central European Summer time, on 8 April 2020
and the deadline for withdrawing tenders in the USD Tender Offer is
5:00 p.m., New York City time/11:00 p.m., Central European Summer
time, on 8 April 2020 (in each case subject to extension).
The EUR Tender Offer is made upon the terms and
subject to the conditions set forth in the Tender Offer Memorandum
dated 2 April 2020 (the “Tender Offer
Memorandum”). In particular, the EUR Tender Offer is not
being made and will not be made directly or indirectly in or into
the United States or to beneficial holders of the EUR Notes that
are located in the United States or are “U.S. Holders” (as defined
in Rule 800 under the U.S. Securities Act of 1933, as amended). The
expiration date for the EUR Tender Offer is 4:00 p.m. Central
European Summer time, on 8 April 2020 (subject to
extension).
Subject to the terms of the Tender Offers and
upon satisfaction or waiver of the conditions set forth in the
Offer to Purchase and/or Tender Offer Memorandum, as the case may
be, including the Maximum Tender Amount in relation to the EUR
Tender Offer, Crédit Agricole S.A. will purchase all of the USD
Notes validly tendered and not validly withdrawn and an aggregate
principal amount of the EUR Notes validly tendered up to the
Maximum Tender Amount.
The Settlement Date for the USD Tender Offer is
expected to be on or about 13 April 2020 (subject to
extension). The Guaranteed Delivery Settlement Date for USD
Notes tendered using guaranteed delivery procedures in the USD
Tender Offer is expected to be on or about 13 April 2020 (subject
to extension).
The Settlement Date for the EUR Tender Offer is
expected to be on or about 14 April 2020 (subject to
extension).
Crédit Agricole S.A.’s obligation to accept for
purchase and pay for validly tendered USD Notes and EUR Notes is
subject to, and conditioned upon, satisfaction or waiver of certain
customary conditions described in the Offer to Purchase and/or
Tender Offer Memorandum, as the case may be.
For further details about the terms and
conditions of the Tender Offers and the procedures for tendering
the Notes, please refer to the Offer to Purchase and/or Tender
Offer Memorandum.
Copies of the Offer to Purchase and other
documentation related to the USD Tender Offer are available from
Global Bondholder Services Corporation, the information and tender
agent with respect to the USD Tender Offer, and at the USD Tender
Offer website: http://gbsc-usa.com/Credit-Agricole/.
Copies of the Tender Offer Memorandum and other
documentation related to the EUR Tender Offer are available to
non-U.S. holders from CACEIS Corporate Trust S.A., the information
and tender agent with respect to the EUR Tender Offer.
Capitalized terms used in this announcement but
not defined herein have the meanings given to them in the Offer to
Purchase or the Tender Offer Memorandum, as the case may be.
Context and
Rationale of the Tender Offers
The purpose of the Tender Offers is to allow
Crédit Agricole S.A. and the Crédit Agricole Group to optimize its
capital base and debt management while offering liquidity to
investors.
Description of
the Notes subject to the Tender Offers
Table I: Notes subject to the USD Tender
Offer
Title of Notes |
CUSIP / ISIN No. |
Original Issued Amount |
Principal Amount Outstanding |
USD
6.637% Undated Deeply Subordinated Notes |
CUSIP: 225313AA3 (Rule 144A) / F22797FJ2 (Reg S)ISIN: US225313AA37
(Rule 144A) / USF22797FJ25 (Reg S) |
USD1,500,000,000 |
USD104,926,000 |
Table II: Notes subject to the EUR Tender
Offer
Title of Notes |
CUSIP / ISIN No. |
Original Issued Amount |
Principal Amount Outstanding |
EUR
CMS Floater Undated Deeply Subordinated Notes |
ISIN:FR0010161026 |
EUR600,000,000 |
EUR250,776,000 |
.
Further Information
Questions and requests for assistance in connection with the
Tender Offers may be directed to:
The Sole Structuring Bank and Sole Dealer
Manager for the Tender Offers
Crédit Agricole Corporate and Investment
Bank.
12, place des Etats-Unis, CS 7005292547 Montrouge
CedexFranceAttn: Liability Management Tel: +44 207 214 5733 Email:
liability.management@ca-cib.com
Credit Agricole Securities (USA) Inc.Attn: Debt
Capital Markets/Liability Management1301 Avenue of the AmericasNew
York, New York 10019Collect: 212-261-7802U.S. Toll Free: (866)
807-6030
Questions and requests for assistance in connection
with the tenders of USD Notes and EUR Notes including requests for
a copy of the Offer to Purchase and/or Tender Offer Memorandum may
be directed to:
The Tender Agents and the Information
Agents for the Tender Offers
In respect of USD NotesGlobal Bondholder Services
Corporation65 Broadway – Suite 404New York, New York
10006Attn: Corporate Actions Banks and Brokers call: (212)
430-3774Toll free (866)-794-2200By facsimile:(For Eligible
Institutions only):(212) 430-3775/3779Confirmation:(212)
430-3774 |
In respect of EUR NotesCACEIS Corporate Trust
S.A.1-3, Place Valhubert75013 ParisAttn: David
PASQUALETel: +33 (6) 37 41 17 59Email: david.pasquale@caceis.com /
LD-F-CT-OST-MARCHE-PRIMAIR@caceis.com |
Disclaimer
Holders must make their own decision as to
whether to tender any of their Notes pursuant to the Tender Offers,
and if so, the principal amount of Notes to tender. Holders
should consult their own tax, accounting, financial and legal
advisors as they deem appropriate regarding the suitability of the
tax, accounting, financial and legal consequences of participating
or declining to participate in the Tender Offers.
This announcement is not an offer to purchase or
a solicitation of offers to sell any securities.
This announcement is not an invitation to
participate in the Tender Offers. Such an invitation will only be
extended by means of documents (the Offer to Purchase and/or the
Tender Offer Memorandum) that will be provided only to those
investors to whom such an invitation may be legally addressed. The
distribution of this announcement in certain countries may be
prohibited by law.
Offer Restrictions for the USD Tender
OfferUnited Kingdom. This announcement
and the Offer to Purchase are only being distributed to and is only
directed at (i) persons who are outside the United Kingdom 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 (d) of the Order
(all such persons together being referred to as “relevant
persons”). The USD Notes are only available to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such USD 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 on the Offer to
Purchase or any of its contents.
European Economic Area and United
Kingdom. In any European Economic Area (“EEA”)
Member State and in the United Kingdom (each, a “Relevant
State”), this announcement and the Offer to Purchase
is only addressed to and is only directed at qualified
investors within the meaning of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”), in that Relevant State.
Each person in a Relevant State who receives any communication in
respect of the USD Offer contemplated in the Offer to Purchase will
be deemed to have represented, warranted and agreed to and with the
Dealer Manager and the Company that it is a qualified investor
within the meaning of Article 2(e) of the Prospectus
Regulation.
Italy. None of the USD
Tender Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the USD Tender 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 USD Tender Offer is being carried out in the
Republic of Italy (“Italy”) as an 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 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the USD Notes
that are resident and/or located in Italy can tender the USD Notes
for purchase 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 USD Notes or the USD Tender
Offer.
Offer Restrictions for the EUR Tender
Offer
United States. The EUR Tender
Offer is not being made and will not be made directly or indirectly
in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex, telephone, email and other forms of electronic
transmission) of interstate or foreign commerce of, or any facility
of a national securities exchange of, or to beneficial owners of
the EUR Notes who are located in the United States, or who are U.S.
Holders (each a “U.S. Holder”) as defined in Rule
800 under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and the EUR Notes may not be
tendered by any such use, means, instrumentality or facility from
or within the United States, by persons located or resident in the
United States or by U.S. Holders. Accordingly, this press release,
copies of the Tender Offer Memorandum and any other documents or
materials related to the EUR Tender Offer are not being, and must
not be, directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded in or into the United States or to any
such person. Any purported tender in response to the EUR Tender
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid, and tenders made by a person located
in the United States or any agent, fiduciary or other intermediary
giving instructions from within the United States or any U.S.
Holder will not be accepted.
Each holder of EUR Notes participating in the
EUR Tender Offer will represent that it is not a U.S. Holder, is
not located in the United States and is not participating in the
EUR Tender Offer from the United States. For the purposes of this
and the above paragraph, “United States” has the meaning given to
it in Regulation S under the Securities Act and includes the United
States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.United
Kingdom. This announcement and the Tender Offer Memorandum
are only being distributed to and is only directed at (i) persons
who are outside the United Kingdom 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 (d) of the Order (all such persons
together being referred to as “relevant
persons”). The EUR Notes are only available to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such EUR 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 on the Tender Offer
Memorandum or any of its contents.
European Economic Area and United
Kingdom. In any European Economic Area
(“EEA”) Member State and in the United Kingdom
(each, a “Relevant State”), this announcement and
the Tender Offer Memorandum is only addressed to and is only
directed at qualified investors within the meaning of Regulation
(EU) 2017/1129 (the “Prospectus Regulation”), in
that Relevant State. Each person in a Relevant State who receives
any communication in respect of the EUR Offer contemplated in the
Tender Offer Memorandum will be deemed to have represented,
warranted and agreed to and with the Dealer Manager and the Company
that it is a qualified investor within the meaning of Article 2(e)
of the Prospectus Regulation.
Italy. None of the EUR
Tender Offer, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the EUR Tender 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 EUR Tender Offer is being carried out in the
Republic of Italy (“Italy”) as an 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 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the EUR Notes
that are resident and/or located in Italy can tender the EUR Notes
for purchase 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 EUR Notes or the EUR Tender
Offer.
- Crédit Agricole S.A. Launches Tender Offers for Perpetual
Notes
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