This press release may not be published,
forwarded or distributed, directly or indirectly, in the United
States of America, Australia, Canada or Japan
This press release does not constitute or form
a part of any offer or solicitation to purchase or subscribe for
securities in the United States of America or any other
jurisdiction. The ORNANEs (and the underlying shares) may not be
offered or sold in the United States of America unless they are
registered under the U.S. Securities Act of 1933, as amended or
exempt from registration. Pierre & Vacances does not intend to
register the offer in whole or in part or to make a public offer of
its securities in the United States of America.
Regulatory News:
Pierre et Vacances (Paris:VAC) (the “Company” or
“Pierre et Vacances”) today announces that, following the
reverse bookbuilding process on net share settled bonds convertible
into new shares and/or exchangeable for existing shares due October
1st 2019 (the “2019 ORNANEs”) launched on November 30th,
2017 concurrently with the issuance through a private placement
(the “Issuance”) of net share settled bonds convertible into
new shares and/or exchangeable for existing shares due April 1st,
2023 (the “ORNANEs”), the unit repurchase price of the 2019
ORNANEs has been set at €46.53.
The unit repurchase price of the 2019 ORNANEs is equal to
arithmetical average of the daily volume-weighted average price of
the Pierre et Vacances share on the regulated market of Euronext in
Paris (“Euronext Paris”), being €46.08, during a period
starting on November 30th, 2017 (inclusive) and ending today
December 4th, 2017 (inclusive), increased by €0.45.
The 2019 ORNANEs tendered in the reverse bookbuilding will be
repurchased off the market, subject to the settlement of the
Issuance, after the close of Euronext Paris on December 7th,
2017.
As the number of 2019 ORNANEs collected via the reverse
bookbuilding process represents more than 20% of the aggregate
number of 2019 ORNANEs initially issued, the Company will launch,
in order to ensure that all the 2019 ORNANEs holders are treated
equally, an off-market repurchase offer centralised by BNP Paribas
Securities Services pursuant to which the Company will repurchase
the 2019 ORNANEs from all holders requesting such repurchase during
the 5-trading day period between December 8th, 2017 (inclusive) and
December 14th, 2017 (inclusive), at the same price determined
following the reverse bookbuilding procedure (the “Centralized
Repurchase Procedure”). Holders of 2019 ORNANEs wishing to
participate in the Centralized Repurchase Procedure will need to
contact their financial intermediary.
The settlement of the 2019 ORNANEs repurchase price by the
Company in the context of the Centralized Repurchase Procedure will
occur on December 18th, 2017.
The repurchased 2019 ORNANEs will be cancelled at the latest on
December 18th, 2017 in accordance with their terms and conditions
and the applicable law.
The Company reserves the right to repurchase 2019 ORNANEs on or
off the market after the close of the Centralized Repurchase
Procedure.
BNP Paribas, Crédit Agricole Corporate and Investment Bank and
Natixis acted as Joint Global Coordinators and Joint Bookrunners
for the Issuance and the repurchase of the 2019 ORNANEs (the
“Joint Global Coordinators”) and CM-CIC Market Solutions
acted as Co-Lead Manager (and together, the “Managers”).
This press release does not constitute or form part of any offer
or solicitation to purchase or subscribe for or to sell the ORNANEs
and the Offering is not an offer to the public in any jurisdiction,
including France.
About the Pierre & Vacances-Center Parcs group
Leader in holidays in Europe, the Pierre & Vacances-Center
Parcs group has been developing and managing innovative and
environmentally-friendly holiday and leisure concepts for 50 years
in seaside, mountain and countryside destinations as well as in
city centres.
Its business model is based on two complementary activities:
real estate and tourism.
With its well-known brands – Pierre & Vacances, Center
Parcs, Sunparks, Aparthotels Adagio®, maeva.com, Villages Nature®
Paris – the Group operates almost 280 locations and resorts in
Europe.
Thanks to the talent of its 12 200 employees, the Pierre
& Vacances-Center Parcs group achieved a revenue of €1,506.3
million and welcomed c.8 million customers in 2016/2017.
www.groupepvcp.com - @GroupePVCP
No communication and no information in respect of the offering
by the issuer of the ORNANEs may be distributed to the public in
any jurisdiction where a registration or approval is required. No
steps have been or will be taken in any jurisdiction where such
steps would be required. The offering or subscription of the
ORNANEs may be subject to specific legal or regulatory restrictions
in certain jurisdictions. The issuer takes no responsibility for
any violation of any such restrictions by any person.
This announcement is an advertisement and not a prospectus
within the meaning of the Prospectus Directive (as defined
below).
This announcement does not and shall not, in any circumstances
constitutes a public offering nor an invitation to the public in
connection with any offer in any jurisdiction other than
France.
European Economic Area
This announcement is only addressed to and directed, in member
states of the European Economic Area which have implemented the
Prospectus Directive (each, a “Relevant Member State”), at
persons who are “qualified investors” within the meaning of Article
2(1)(e) of the Prospectus Directive and pursuant to the relevant
implementing rules and regulations adopted by each relevant member
state (“Qualified Investors”). Such person who initially
acquires any ORNANEs or to whom any offer of the ORNANEs may be
made will be deemed to have represented, acknowledged and agreed
that it is a qualified investor as defined above.
With respect to each Relevant Member State, no action has been
undertaken or will be undertaken to make a public offering of
ORNANEs in that Relevant Member State other than to any legal
entity which is a Qualified Investor, excluding any offer made to
natural persons.
For the purposes of this provision, the expression (i) “an
offer of ORNANEs to the public” in relation to any ORNANEs in
any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer
and the ORNANEs to be offered so as to enable an investor to decide
to purchase or subscribe the ORNANEs, as the same may be varied in
that member state by any measure implementing the Prospectus
Directive in that member state, (ii) the expression Prospectus
Directive means Directive 2003/71/EC (and amendments thereto,
including the 2010 Prospectus Directive Amending Directive, to the
extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and
(iii) the expression "2010 Prospectus Directive Amending
Directive" means Directive 2010/73/EU.
This selling restriction is in addition to any other selling
restrictions applicable in the Relevant Member States having
implemented the Prospectus Directive.
You further represent and agree that, with effect from and
including the relevant implementation date, you are not making any
public offering of the securities in a Relevant Member State in
reliance on the exemption set out in Article 3.2(b) of the
Prospectus Directive.
In the case of any ORNANEs being offered to you as a financial
intermediary as that term is used in Article 3(2) of the Prospectus
Directive, you will also be deemed to have represented and agreed
that the ORNANEs acquired by you in the offering have not been
acquired on behalf of persons in the European Economic Area other
than Qualified Investors or persons in the United-Kingdom and other
member states (where equivalent legislation exists) for whom you
have authority to make decisions on a wholly discretionary basis,
nor have the ORNANEs been acquired with a view to their offer or
resale in the European Economic Area where this would result in a
requirement for publication by the issuer, the Managers or any
other manager of a prospectus pursuant to Article 3 of the
Prospectus Directive, or in which the prior consent of the Managers
has been obtained to such offer or resale.
Prohibition of sales to European Economic Area Retail Investors
- the ORNANEs are not and are not intended to be offered, sold or
otherwise made available to and, with effect from such date, should
not be offered, sold or otherwise made available to any Retail
Investor in the European Economic Area. For the purpose of this
paragraph, a “Retail Investor” means any person(s) who is
(are): (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (“MIFID II”); (ii) a customer within
the meaning of Directive 2002/92/EC (“IMD”), 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 Directive. Consequently no
key information document required, from January 1st 2018, by
Regulation (EU) no 1286/2014 (the “PRIIPS Regulation”) for
offering or selling the ORNANEs or otherwise making them available
to Retail Investors in the European Economic Area has been and will
be prepared and therefore offering or selling the ORNANEs or
otherwise making them available to any Retail Investor in the
European Economic Area may be unlawful under the PRIIPS
Regulation.
United Kingdom
This announcement is only being distributed to and is only
directed at persons in the United Kingdom who are (i) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (financial promotion) Order 2005 (as
amended) or (ii) persons falling within Article 49(2) (a) to (d)
(high net worth companies, unincorporated associations, etc.) of
the Financial Services and Markets Act 2000 (financial promotion)
Order 2005 (as amended) and (iii) other persons to whom it can be
legally communicated (all such persons together being referred to
as (“Relevant Persons”). The ORNANEs and the shares to be
delivered upon conversion or exchange of the ORNANEs (the
“Subject Securities”) are directed only at Relevant Persons
and no invitation, offer or agreements to subscribe, purchase or
otherwise acquire the Subject Securities may be proposed or made
other than to Relevant Persons. Any person who is not a Relevant
Person should not rely on this announcement or any of its
contents.
This announcement is not a prospectus and has not 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 announcement may not be published, distributed or
transferred, directly or indirectly, in the United States
(including its territories and dependencies, any state of the
United States and the District of Columbia). This announcement does
not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States. The
ORNANEs and the shares to be issued or granted upon conversion or
exchange of the ORNANEs have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
“Securities Act”), or with any securities regulatory
authority of any state or other jurisdiction in the United States,
and may not be offered or sold, directly or indirectly, in the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The ORNANEs will be offered or sold only outside of
the United States in offshore transactions in accordance with
regulation s of the Securities Act. The issuer does not intend to
register any portion of the proposed offering in the United States
or to conduct a public offering of securities in the United
States.
Canada, Australia, Japan
The ORNANEs have not been offered or sold and may not be
offered, sold or purchased in Canada, Australia or Japan.
The distribution of this announcement in some countries may
constitute a breach of applicable law.
This announcement does not constitute an invitation to sell
ORNANEs 2019 in any country where or to any person to which such
invitation is restricted by applicable laws or regulations. The
repurchase procedure of ORNANEs 2019 through a reverse bookbuilding
procedure and the centralized repurchase procedure are not and will
not be opened, directly or indirectly, to U.S. holders (as defined
under Rule 800(h) of the Securities Act) under any form and by any
means. Persons in such jurisdictions into which this announcement
is released, published or distributed must inform themselves about
and comply with such laws or regulations.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171204005849/en/
Pierre et VacancesInvestor Relations and Strategic
OperationsEmeline Lauté, +33 (0) 1 58 21 54
76info.fin@groupepvcp.comorPress RelationsValérie Lauthier,
+33 (0) 1 58 21 54 61valerie.lauthier@groupepvcp.com
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