Crédit Agricole S.A. Announces Maximum Tender Amount and Results of
its Tender Offer for EUR Perpetual Notes
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES
OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO
SELL ANY SECURITIES.
Montrouge 9 April 2020
Crédit Agricole S.A. Announces Maximum
Tender Amount and Results of its Tender Offer for EUR Perpetual
Notes
____________________
On 2 April 2020, Crédit Agricole S.A. announced
the launch of an offer to purchase its EUR CMS Floater Undated
Deeply Subordinated Notes set forth in the table below (the
“Notes”) (the “Offer”) up to an
amount equal to EUR300 million less the euro equivalent of the
aggregate principal amount accepted for purchase pursuant to a
separate offer to purchase any and all of its currently outstanding
USD 6.637% Undated Deeply Subordinated Notes (the “USD
Notes”) (the "USD Tender Offer") made
pursuant to the terms of an offer to purchase dated 2 April 2020
(the “Maximum Tender Amount”). The Offer was
made upon the terms and subject to the conditions set forth in the
Tender Offer Memorandum dated 2 April 2020 relating to the Offer
(the “Tender Offer Memorandum”). Capitalized terms
used in this announcement but not defined herein have the meanings
given to them in the Tender Offer Memorandum.
Maximum Tender
Amount of the Offer
Crédit Agricole S.A. announced today the results
of the USD Tender Offer, which expired at 5:00 p.m., New York City
time/11:00 p.m., Central European Summer time, on 8 April 2020. As
disclosed in the announcement, USD25,914,000 of aggregate principal
amount of the USD Notes was validly tendered.
On the basis of the results of the USD Tender
Offer and the applicable EUR/USD exchange rate obtained as
described in the Tender Offer Memorandum, the Maximum Tender Amount
will be EUR276,164,459.16.
Results of the
Offer
The Offer expired at 4:00 p.m., Central European
Summer time, on 8 April 2020 (the “Expiration
Date”). The aggregate principal amount of Notes that were
validly tendered at or prior to the Expiration Date is
EUR67,630,000.
Because the aggregate principal amount of the
Notes validly tendered at or prior to the Expiration Date does not
exceed the Maximum Tender Amount, Crédit Agricole S.A. will accept
for purchase all Notes validly tendered. No Notes tendered after
the Expiration Date will be accepted pursuant to the Offer.
The table below sets forth information with
respect to the aggregate principal amount of the Notes that were
validly tendered at or prior to the Expiration Date.
Title of Notes |
CUSIP / ISIN No. |
Principal Amount Tendered |
Principal Amount Accepted |
Offer Price(1) |
Principal Amount Outstanding after the Offer |
EUR CMS Floater Undated Deeply Subordinated Notes |
ISIN:FR0010161026 |
EUR67,630,000 |
EUR67,630,000 |
EUR780.00 |
EUR183,146,000 |
(1) Per EUR1,000 in principal amount of
the Notes purchased pursuant to the Offer.
Payment of the aggregate consideration for the
Notes accepted for purchase is expected to be made on 14 April
2020, on which date Crédit Agricole S.A. will deposit with CACEIS
Corporate Trust S.A., as Tender Agent (for tendering holders that
hold their Notes through Euroclear, Clearstream or Euroclear
France), the amount of cash necessary to pay the Offer Price plus
any Accrued Interest in respect of the Notes accepted for purchase
in the Offer.
For further details about the terms and
conditions of the Offer, please refer to the Tender Offer
Memorandum.
Further Information
Copies of the Tender Offer Memorandum and other
documentation may be obtained by contacting the Information Agent
at the address and telephone number set forth below.
Questions and requests for assistance in connection with the
Offer may be directed to:
The Sole Structuring Bank and Sole Dealer
Manager for the Offer
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 Notes including requests for a copy of the
Tender Offer Memorandum may be directed to:
The Tender Agent and the Information
Agent for the Offer
CACEIS Corporate Trust S.A.1-3, Place
Valhubert75013 ParisAttn: David PASQUALETel: +33 (6) 37 41 17
79Email: 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 Offer, 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 Offer.
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 Offer. Such an invitation will only be extended
by means of documents (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
United States. The 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 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 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 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 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 Notes participating in the Offer
will represent that it is not a U.S. Holder, is not located in the
United States and is not participating in the 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 Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such 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 are only addressed to
and are 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
Offer contemplated in this announcement and the Tender Offer
Memorandum will be deemed to have represented, warranted and agreed
to and with the Dealer Manager and Crédit Agricole S.A. that it is
a qualified investor within the meaning of Article 2(e) of the
Prospectus Regulation.
Italy. None of the Offer,
this announcement, the Tender 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 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 Notes that
are resident and/or located in Italy can tender the 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 Notes or the Offer.
- Crédit Agricole S.A. Announces Maximum Tender Amount and
Results of its Tender Offer for EUR Perpetual Notes
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