Regulatory News:
Carrefour (Paris:CA):
Not to be released, published or distributed
directly or indirectly in the USA, Canada, Australia or Japan or
any other jurisdiction in which offers or sales of the securities
would be prohibited by applicable law
This press release does not constitute or form a part of an
offer of or solicitation to purchase securities in the United
States of America or to, or for the account or benefit of, U.S.
Persons (as defined in Regulation S under the US Securities Act of
1933, as amended (the “Securities Act”). The securities mentioned
herein have not been, and will not be, registered under the
Securities Act and may not be offered or sold in the United States
of America or to, or for the account or benefit of, U.S. Persons,
except pursuant to an exemption from, or a transaction not subject
to, the registration requirements of the Securities Act. The Bonds
(as defined below) will be offered or sold only to non-U.S. persons
in offshore transactions outside of the United States of America,
in accordance with Regulation S of the Securities Act. Carrefour
does not intend to register any portion of the proposed offering in
the United States of America and no public offering will be made in
the United States of America.
Carrefour announces today the successful placement of US$500
millions non-dilutive cash-settled convertible bonds with a
maturity of 6 years due 2023 (the "Bonds"). Concurrently, an
affiliate of Carrefour is purchasing cash settled call options over
Carrefour shares (the “Call Options”) to hedge the economic
exposure of Carrefour to pay cash amounts under the Bonds upon any
exercise of conversion rights by investors. As the Bonds will only
be cash settled, they will not give right to any new or existing
Carrefour shares.
The Bonds will be issued at 98.25 % of their nominal value on
June 14, 2017, the expected settlement-delivery date of the Bonds,
and redeemed at par on June 14, 2023. The Bonds will not bear
interest (zero-coupon). The nominal value of each Bond will be
US$200,000.
The initial conversion price will represent a conversion premium
of 20 % over the share reference price. The share reference price
will be determined as the arithmetic average of Carrefour’s daily
volume-weighted average share price in euros on the regulated
market of Euronext in Paris over the 9 consecutive trading days
from June 8, 2017 to June 20, 2017 (the “Reference Share Price
Period”). The initial conversion ratio of the Bonds will be
determined on June 20, 2017, and will correspond to the nominal
value per Bond converted in euros and divided by the initial
conversion price.
The net proceeds of the issue of the Bonds will be used for
general corporate purposes and for the purchase of the Call
Options.
It is anticipated that the hedge counterparties to the Call
Options will enter into transactions to hedge their respective
positions under the Call Options through the sale, purchase of
Carrefour shares or any other transactions, on the market and
off-market, at any time, and in particular during the Reference
Share Price Period and at or around the conversion or redemption of
the Bonds.
The share reference price, the initial conversion price and the
initial conversion ratio will be announced through a final press
release at the end of the Reference Period, expected to take place
on or around June 20, 2017.
Carrefour intends to apply for the Bonds to be admitted to
trading on the Open Market (Marché Libre) segment of Euronext
Paris.
In the context of the offering, Carrefour has agreed to a
lock-up undertaking in relation to its shares and equity-linked
securities for a period ending 90 calendar days after the
settlement and delivery date, subject to certain exceptions.
This press release does not constitute a subscription offer of
the Bonds and the offering of the Bonds does not constitute a
public offering in any country, including in France.
DISCLAIMER
Available information
The issue of the Bonds was not subject to a prospectus approved
by the French Financial Market Authority (Autorité des marchés
financiers) (the “AMF”).
Detailed information on Carrefour, including its shares,
business, results, prospects and related risk factors are described
in Carrefour’s registration document, the French version of which
was filed with the AMF on April 25, 2017 under number D.17-0425
(the “Reference Document”). The Reference Document is available
together with all the press releases and other regulated
information about Carrefour, on Carrefour’s website
(www.carrefour.com).
Important information
This press release may not be published, distributed or released
directly or indirectly in the United States of America, Australia,
Canada, South Africa or Japan. The distribution of this press
release may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes, should inform themselves about and
observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
No communication or information relating to the offering may be
transmitted to the public in a country where there is a
registration obligation or where an approval is required. No action
has been or will be taken in any country in which such registration
or approval would be required. The issuance or the subscription of
the Bonds may be subject to legal and regulatory restrictions in
certain jurisdictions; none of Carrefour and the Joint Bookrunners
assumes any liability in connection with the breach by any person
of such restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Directive 2003/71/EC of the European
Parliament and the Council of November 4, 2003 as amended (the
“Prospectus Directive”).
The Bonds will be offered only by way of a private placement in
France to persons referred to in Article L.411-2-II of the French
monetary and financial code (Code monétaire et financier) and
outside France (excluding the United States of America, Australia,
Canada, South Africa and Japan), and there will be no public
offering in any country (including France). This press release does
not constitute a recommendation concerning the issue of the Bonds.
The value of the Bonds and the shares can decrease as well as
increase. Potential investors should consult a professional adviser
as to the suitability of the Bonds for the person concerned.
European Economic Area
With respect to the Member States of the European Economic Area
which have implemented the Prospectus Directive (the “Relevant
Member States”), no action has been undertaken or will be
undertaken to make an offer to the public of the Bonds requiring a
publication of a prospectus in any Relevant Member State. As a
result, the Bonds may only be offered in Relevant Member
States:
(a) to any legal entity which is a qualified
investor as defined in the Prospectus Directive; or
(b) in any other circumstances falling within
Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the expression “offer to
the public of Bonds” in any Relevant Member State, means any
communication, to individuals or legal entities, in any form and by
any means, of sufficient information on the terms and conditions of
the offering and on the Bonds to be offered, thereby enabling an
investor to decide to purchase or subscribe for the Bonds, as the
same may be varied in that Relevant Member State.
These selling restrictions with respect to Relevant Member
States apply in addition to any other selling restrictions which
may be applicable in the Relevant Member States who have
implemented the Prospectus Directive.
France
The Bonds have not been and will not be offered or sold or cause
to be offered or sold, directly or indirectly, to the public in
France. Any offer or sale of the Bonds and distribution of any
offering material relating to the Bonds have been and will be made
in France only to (a) persons providing investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d’investissement de gestion de
portefeuille pour compte de tiers), and/or (b) qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D. 411-1 of the French monetary and financial
Code (Code monétaire et financier).
United Kingdom
This press release is addressed and directed only (i) to persons
located outside the United Kingdom, (ii) to investment
professionals as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”), (iii) to people designated by Article 49(2) (a) to
(d) of the Order or (iv) to any other person to whom this press
release could be addressed pursuant to applicable law (the persons
mentioned in paragraphs (i), (ii), (iii) and (iv) all deemed
relevant persons (“Relevant Persons”)). The Bonds are
intended only for Relevant Persons and any invitation, offer of
contract related to the subscription, tender, or acquisition of the
Bonds may be addressed and/or concluded only with Relevant Persons.
All persons other than Relevant Persons must abstain from using or
relying on this document and all information contained therein.
This press release is not a prospectus which has been approved
by the Financial Conduct Authority or any other United Kingdom
regulatory authority for the purposes of Section 85 of the
Financial Services and Markets Act 2000.
United States of America
This press release may not be published, distributed or
transmitted in the United States of America (including its
territories and dependencies, any State of the United States of
America and the District of Columbia). This press release does not
constitute or form a part of any offer or solicitation to purchase
securities in the United States of America or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S
under the US Securities Act of 1933, as amended (the “Securities
Act”). The securities mentioned herein have not been, and will
not be, registered under the Securities Act or the laws of any
state of the United States of America and may not be offered or
sold in the United States of America or to, or for the account or
benefit of, U.S. Persons, except pursuant to an exemption from, or
a transaction not subject to, the registration requirements of the
Securities Act. The Bonds will be offered and sold only to non-U.S.
persons in offshore transactions outside of the United States of
America, in accordance with Regulation S of the Securities Act.
Carrefour does not intend to register any portion of the proposed
offering in the United States of America and no public offering
will be made in the United States of America.
Australia, Canada, South Africa and Japan
The Bonds may not and will not be offered, sold or purchased in
Australia, Canada, South Africa or Japan. The information contained
in this press release does not constitute an offer of securities
for sale in Australia, Canada, South Africa or Japan.
The distribution of this press release in certain countries may
constitute a breach of applicable law.
The Joint Bookrunners are acting exclusively on behalf of
Carrefour and no-one else in connection with the offering. They
will not regard any other person as their respective client in
relation to the offering and will not be responsible to anyone
other than Carrefour for providing the same protections as to any
of their clients or to provide advice in connection with the
offering, the Bonds, the contents of this press release or any
other transaction, arrangement or other matter described in this
press release.
In connection with the offering, the Joint Bookrunners and any
of their respective affiliates, may take up a portion of the Bonds
as a principal position and in that capacity may subscribe for,
acquire, retain, purchase, sell, offer, offer to sell or negotiate
for their own account such Bonds and other securities of Carrefour
or related investments in connection with the offering, the Bonds,
Carrefour or otherwise.
Accordingly, references to securities issued, offered,
subscribed, acquired, placed or dealt should be read as including
any issue, offer, subscription, acquisition, placement, dealing or
negotiation made by the Joint Bookrunners and any of their
affiliates acting as investors for their own account. The Joint
Bookrunners do not intend to disclose the extent of any such above
mentioned investments or transactions otherwise than in accordance
with any applicable legal or regulatory requirements.
None of the Joint Bookrunners or any of their respective
affiliates accept any responsibility whatsoever which could result
from the use of this press release with respect to its inaccuracy
or completeness.
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version on businesswire.com: http://www.businesswire.com/news/home/20170607005864/en/
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