FINAL RESULTS OF THE EXCHANGE OFFER FOR GBP ADDITIONAL TIER 1
SECURITIES
Montrouge, 21 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 FINAL RESULTS
OF ITS PREVIOUSLY ANNOUNCED
EXCHANGE OFFER FOR GBP
ADDITIONAL TIER 1 SECURITIES
TOTAL OF
GBP396,684,000
SUBMITTED FOR EXCHANGE
Crédit Agricole S.A. (the
“Issuer”) today announces the final results of its
previously announced 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”), which was made
on the terms and subject to the conditions set forth in the
exchange offer memorandum dated 20 May 2021 (the “Exchange
Offer Memorandum”).
The Exchange Offer expired at 5:00 p.m. London
time (12:00 p.m. New York City time) on 18 June 2021 (the
“Expiration Time and Date of the Offer”). All
valid offers to exchange that were received after 5:00 p.m. London
time (12:00 p.m. New York City time) on 4 June 2021 but prior to
the Expiration Time and Date of the Offer will be accepted in full
for exchange by the Issuer, representing GBP13,239,000 of Existing
Notes, in addition to the GBP383,445,000 exchanged in the early
participation period.
As a result, GBP13,239,000 of New Notes will be
issued on 23 June 2021 (the “Settlement Date”). As
of the Settlement Date, the total aggregate principal amount of
Existing Notes exchanged, and New Notes issued, pursuant to the
Exchange Offer will be GBP396,684,000. As a consequence, the
aggregate principal amount of Existing Notes outstanding following
the Settlement Date will be GBP103,316,000.
Application will be made for the listing and
admission to trading of the total aggregate principal amount of 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.
DISCLAIMER
This announcement is not an offer to purchase or
sell, or a solicitation of offers to purchase or sell, any
securities.
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 Exchange Offer have been made or 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 have not been 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 is, the
Exchange Offer Memorandum and any other documents or materials
relating to the Exchange Offer were, only addressed to and is and
were only directed at qualified investors within the meaning of the
Prospectus Regulation, in that Member State. Each person in a
Member State who received any communication in respect of the
Exchange Offer contemplated in this announcement, the Exchange
Offer Memorandum and any other documents or materials relating to
the Offer has been 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 Exchange
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 Exchange
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 Exchange 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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