Danone successfully completes its €500 million hybrid bonds
refinancing
Press release – Paris, 15 September 2021
Danone
successfully completes
its €500
million hybrid bonds
refinancing
Danone announces the success of the tender offer
(the “Tender Offer”) on part of its €1.25 billion
undated deeply subordinated fixed rate resettable notes, issued on
30 October 2017, bearing a 1.750% p.a. coupon and with a first call
date on 23 March 2023 (ISIN: FR0013292828) (the “Existing
Notes”).
Danone accepted the tender of Existing Notes for
a total amount of €500 million at a 103,118% tender price.
Consequently, after this transaction the remaining outstanding
principal amount of the Existing Notes will be €750 million.
This transaction complements Danone’s issuance
of €500 million undated deeply subordinated fixed rate resettable
notes bearing an annual coupon of 1% and with a first call on 16
December 2026 (the “New
Notes”).
The New Notes are expected to be issued and the
Tender Offer settled on 16 September 2021.
Through the combination of these operations,
Danone is able to take advantage from favorable market conditions
and actively manage its hybrid debt portfolio, while keeping the
total amount of hybrid debt unchanged.
FORWARD-LOOKING STATEMENTS
This press release contains certain
forward-looking statements concerning Danone. In some cases, you
can identify these forward-looking statements by forward-looking
words, such as “estimate”, “expect”, “anticipate”, “project”,
“plan”, “intend”, “believe”, “forecast”, “foresee", “likely”,
“may”, “should”, “goal”, “target”, “might”, “will”, “could”,
“predict”, “continue”, “convinced” and “confident”, the negative or
plural of these words and other comparable terminology.
Forward-looking statements in this document
include, but are not limited to, statements regarding Danone’s
operation of its business and the future operation, direction and
success of Danone’s business.
Although Danone believes its expectations are
based on reasonable assumptions, these forward-looking statements
are subject to numerous risks and uncertainties, which could cause
actual results to differ materially from those anticipated in these
forward-looking statements. For a detailed description of these
risks and uncertainties, please refer to the “Risk Factors” section
of Danone’s Universal Registration Document (the current version of
which is available on www.danone.com).
Subject to regulatory requirements, Danone does
not undertake to publicly update or revise any of these
forward-looking statements. This document does not constitute an
offer of, or an invitation or a solicitation to subscribe or
purchase Danone securities.
Danone is a leading multi-local food and
beverage company building on health-focused and fast-growing
categories in 3 businesses: Essential Dairy & Plant-Based
products, Waters and Specialized Nutrition. With its ‘One Planet.
One Health’ frame of action, which considers the health of people
and the planet as intimately interconnected, Danone aims to inspire
healthier and more sustainable eating and drinking practices. To
accelerate this food revolution and create superior, sustainable,
profitable value for all its stakeholders, Danone has defined nine
2030 Goals, and paved the way as the first listed company to adopt
the “Entreprise à Mission” status in France. With a purpose to
bring health through food to as many people as possible, and
corresponding social, societal and environmental objectives set out
in its articles of association, Danone commits to operating in an
efficient, responsible and inclusive manner, in line with the
Sustainable Development Goals (SDGs) of the United Nations. By
2025, Danone aims to become one of the first multinational
companies to obtain B Corp™ certification. With more than 100,000
employees, and products sold in over 120 markets, Danone generated
€23.6billion in sales in 2020. Danone’s portfolio includes leading
international brands (Actimel, Activia, Alpro, Aptamil, Danette,
Danio, Danonino, evian, Nutricia, Nutrilon, Volvic, among others)
as well as strong local and regional brands (including AQUA,
Blédina, Bonafont, Cow& Gate, Horizon Organic, Mizone, Oikos,
Prostokvashino, Silk). Listed on Euronext Paris and present on the
OTCQX market via an ADR (American Depositary Receipt) program,
Danone is a component stock of leading sustainability indexes
including the ones managed by Vigeo Eiris and Sustainalytics, as
well as the Ethibel Sustainability Index, the MSCI ESG Indexes, the
FTSE4Good Index Series, Bloomberg Gender Equality Index, and the
Access to Nutrition Index
Disclaimer
Offering of the New Notes
This press release does not constitute or form
part of any offer or solicitation to purchase or subscribe for or
to sell securities and the new issue will not be an offer to the
public (other than to qualified investors) in any jurisdiction,
including France.
Important Information
This press release may not be published,
distributed or released, directly or indirectly, in the United
States of America or in any jurisdiction in which the offer of the
New Notes is unlawful. 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 of the New Notes 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 New Notes may be subject to
legal and regulatory restrictions in certain jurisdictions; Danone
assumes no liability in connection with the breach by any person of
such restrictions.
The New Notes will be offered only by way of a
placement in France and/or outside France (excluding the United
States of America), solely to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of the Prospectus Regulation.
There will be no public offering in any country (including France)
in connection with the New Notes, other than to qualified
investors. This press release does not constitute a recommendation
concerning the issue of the New Notes. The value of the New Notes
can decrease as well as increase. Potential investors should
consult a professional adviser as to the suitability of the
investment in the New Notes for the person concerned.
Prohibition of sales to European Economic Area
retail investors
No action has been undertaken or will be
undertaken to offer, sell or otherwise make available any New Notes
to any retail investor in the European Economic Area
(“EEA”). For the purposes of this provision:
(a) the expression
“retail investor” means a person who is one (or more) of the
following:
(i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, “MiFID II”); or
(ii) a customer within
the meaning of Directive 2016/97/EU, as amended, 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 Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the
“Prospectus Regulation”);
(b) the expression
“offer” includes the communication in any form and by any means of
sufficient information on the terms of the offer and the New Notes
to be offered so as to enable an investor to decide to purchase or
subscribe the New Notes.
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.
Prohibition of sales to UK retail investors
The New Notes which are the subject of the
offering contemplated by this press release have not been offered,
sold or otherwise made available and will not be offered, sold or
otherwise made available in relation thereto to any retail investor
in the United Kingdom. For the purposes of this provision:
(a) the expression
“retail investor” means a person who is one (or more) of the
following:
(i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (“EUWA”); or
(ii) a customer within
the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement Directive (EU)
2016/97, 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 domestic law by virtue of the EUWA;
or
(iii) not a qualified
investor as defined in Article 2(e) of the Prospectus Regulation as
it forms part of domestic law by virtue of the EUWA; and
(b) the expression
“offer” includes the communication in any form and by any means of
sufficient information on the terms of the offer and the New Notes
to be offered so as to enable an investor to decide to purchase or
subscribe for the New Notes.
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.
France
The New Notes will only be offered or sold,
directly or indirectly, in France and this press release, the terms
and conditions of the New Notes or any other offering material
relating to the New Notes will only be distributed or caused to be
distributed in France to qualified investors as defined in Article
2(e) of the Prospectus Regulation.
United Kingdom
This press release is addressed and directed
only to persons who are (i) outside the United Kingdom or (ii)
Investment Professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (iii) High Net Worth
Entities falling within Article 49(2)(a) to (d) of the Order or
(iv) persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) may otherwise be lawfully
communicated or cause to be communicated (all such persons in (i),
(ii), (iii) and (iv) above together being referred to as
“UK Relevant Persons”).
The New Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire the New Notes will be engaged in only with, UK Relevant
Persons. Any person who is not a UK Relevant Person should not act
or rely on this press release or any of its contents.
United States of America
The New Notes 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 of America, and may not be offered or sold,
directly or indirectly, in the United States of America except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act or such state
securities laws.
The New Notes are being offered and sold only
outside of the United States of America in reliance on Regulation S
under the Securities Act (“Regulation S”).
Terms used in this paragraph and not otherwise
defined have the meanings given to them in Regulation S.
Tender Offer
The Tender Offer is addressed to the Qualifying
Holders (as defined in the Tender Offer Memorandum) of the Existing
Notes, excluding U.S. Persons, the United States of America and any
other jurisdiction where the Tender Offer would be prohibited by
applicable law.
No communication and no information in respect
of the repurchase of the Existing Notes may be distributed to the
public in any jurisdiction where a registration or approval is
required. No steps have been or will be taken outside of France in
any jurisdiction where such steps would be required.
This press release does not constitute an
invitation to participate in the Tender Offer or an offer to
purchase the Existing Notes in or from any jurisdiction in or from
which, or to or from any person to or from whom, it is unlawful to
make such repurchase or offer under applicable securities laws. The
release, publication or distribution of this press release in
certain jurisdictions may be restricted by law. Consequently, any
persons in such jurisdiction in which this press release is
released, published or distributed are required by Danone to inform
themselves about, and to observe, any such restrictions.
None of Danone and the financial intermediaries
makes any recommendation as to whether or not the holders of the
Existing Notes should participate in the Tender Offer.
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