CREDIT AGRICOLE SA: CREDIT AGRICOLE S.A. ANNOUNCES ONE-FOR-ONE
OFFER OF NEW CRR-COMPLIANT, SONIA-LINKED GBP ADDITIONAL TIER 1
SECURITIES IN EXCHANGE FOR LEGACY LIBOR-LINKED GBP ADDITIONAL TIER
1 SECURITIES (ISIN: XS1055037920)*
Montrouge, 20 May 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
ONE-FOR-ONE OFFER OF
NEW
CRR-COMPLIANT,
SONIA-LINKED GBP ADDITIONAL TIER
1 SECURITIES IN
EXCHANGE FOR LEGACY
LIBOR-LINKED GBP ADDITIONAL TIER 1
SECURITIES (ISIN:
XS1055037920)*
Crédit Agricole S.A. (the
“Issuer”) today announces the commencement of an
invitation to eligible holders of its outstanding legacy Undated
Deeply Subordinated Additional Tier 1 Fixed Rate Resettable GBP
Notes (ISIN: XS1055037920) (the “Existing Notes”)
to offer to exchange any and all of their 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 made on the terms and subject to conditions
described in an Exchange Offer Memorandum (the “Exchange
Offer Memorandum”) that is being made available to
eligible holders of Existing Notes (the “Eligible
Holders”).
The Exchange Offer is intended to provide
Eligible Holders with the opportunity to receive New Notes with
economic terms substantially similar to those of the Existing
Notes, except that:
- The LIBOR
linked mid-swap rate in the Existing Notes is replaced with a
SONIA-linked mid-swap rate in the New Notes. The relevant mid-swap
rate is used to reset the interest rate on the Existing Notes, and
will be used to reset the interest rate on the New Notes, on or
around the first call date of 23 June 2026 and every fifth year
thereafter. Until the first call date, the Existing Notes and the
New Notes bear interest at a fixed rate of 7.500 per cent. per
annum. Given the expected discontinuation of GBP LIBOR before the
first call date, the reset rate of interest for the New Notes will
apply a SONIA-linked 5-year mid-swap rate, adjusted by an
ISDA-based adjustment spread of 27.66 basis points to reflect the
economic difference between LIBOR and SONIA rates (based on
Bloomberg screen “SBP0006M Index,” as of 19 May 2021). The margin
of 4.535 per cent. per annum on the Existing Notes will remain
unchanged in the New Notes.
- The terms and
conditions of the New Notes are updated to qualify as Additional
Tier 1 capital under current applicable banking regulations,
including the introduction of a contractual recognition of bail-in
clause, following the departure of the United Kingdom from the
European Union. The Existing Notes are grandfathered as Additional
Tier 1 capital until 28 June 2025 but not thereafter according to
Article 494b(1) of the CRR Regulation. When the grandfathering
expires, the Existing Notes will be disqualified as Additional Tier
1 Capital, and the Issuer will have the option to redeem the
Existing Notes in whole (but not in part) at par. The New Notes may
not be redeemed by the Issuer (unless new regulatory changes
disqualify them as Additional Tier 1 Capital or upon certain tax
events) until 23 June 2026 or any fifth anniversary thereof.
The New Notes also contain certain technical
changes compared to the Existing Notes to align them with current
market practices for securities of this type, including changing
the voting majority required for consent to modifications of the
terms of the New Notes (a 75 per cent. majority of holders present
or represented, compared with unanimous consent for the Existing
Notes).
The Exchange Offer will have no impact on the
phased-in Tier 1 Capital ratio of Crédit Agricole S.A. or the
Crédit Agricole Group. If all of the Existing Notes are exchanged,
the fully-loaded Tier 1 Capital ratio of Crédit Agricole S.A. will
increase by 16 basis points, and that of the Crédit Agricole Group
will increase by 10 basis points.
The Exchange Offer will be open to Eligible
Holders from 20 May 2021 to 5:00 p.m. London time on 18 June 2021.
Eligible Holders who validly offer to exchange Existing Notes prior
to 5:00 p.m. London time on 4 June 2021 will receive a cash payment
of GBP1.00 for every GBP1,000.00 principal amount of Existing Notes
exchanged, and a payment representing accrued and unpaid interest
on such Existing Notes, as well as receiving the equivalent
principal amount of New Notes. Eligible Holders who validly offer
to exchange Existing Notes after 5:00 p.m. London time on 4 June
2021, but prior to the expiration of the Exchange Offer, will
receive the equivalent principal amount of New Notes, but because
the settlement date for such exchange will be an interest payment
date on the Existing Notes, no accrued interest payment will be
made pursuant to the Exchange Offer.
Unless modified or waived by the Issuer, the
Exchange Offer is subject to a Minimum Exchange Condition, meaning
that it is conditioned upon there being submitted valid offers to
exchange Existing Notes in an aggregate principal amount of at
least GBP 250 million. The Exchange Offer is also subject to other
customary conditions set forth in the Exchange Offer
Memorandum.
The settlement date of the Exchange Offer and
the issue date of the New Notes will be (i) 9 June 2021, for
holders that submit valid offers to exchange prior to 5:00 p.m.
London time on 4 June 2021, and (ii) 23 June 2021, for holders that
submit valid offers to exchange thereafter, but prior to the
expiration of the Exchange Offer.
Application will be made for the listing and
admission to trading of the New Notes on the regulated market of
Euronext Paris, as from the date of issuance of the second tranche
of New Notes on 23 June 2021, subject to the approval of the
relevant prospectus by the French Autorité des marchés
financiers.
The Issuer reserves the right to modify, extend
or, if the conditions to the offer are not met, to terminate the
Exchange Offer in its discretion. 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.
* The ISIN number is included solely for the
convenience of the Eligible Holders. No representation is being
made as to the correctness or accuracy of the ISIN number either as
printed on the Existing Notes or as contained herein and the holder
may rely only on the identification numbers printed on its Existing
Note.
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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