THIS ANNOUNCEMENT
IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A
SOLICITATION OF OFFERS TO SELL ANY SECURITIES.
Montrouge 22 May
2017
Crédit Agricole
S.A. Announces Results of its Any and All Offers and
the Maximum Tender Amount for its Waterfall Offers
____________________
On 15 May 2017, Crédit Agricole
S.A. announced the launch of offers to purchase any and all of its
two series of outstanding perpetual notes listed in the table below
(the "Any and All Offers", in respect of the
"Any and All Notes"). The Any and All
Offers were made upon the terms and subject to the conditions set
forth in the Offer to Purchase dated 15 May 2017 relating to the
Any and All Offers (the "Any and All Offer to
Purchase"). Capitalised terms used in this announcement
but not defined herein have the meanings given to them in the
related Offers to Purchase.
Results of the Any and All Offers
The Any and All Offers expired at
5:00 p.m., New York City time/11:00 p.m., Central European time, on
19 May 2017 (the "Any and All Expiration Time").
The table below sets forth
information with respect to the aggregate principal amount of Any
and All Notes that were validly tendered (including using the
guaranteed delivery procedures set forth in the Any and All Offer
to Purchase) and not validly withdrawn at or prior to 5:00 p.m.,
New York City time/11:00 p.m., Central European time, on
19 May 2017.
Title of Notes |
CUSIP / ISIN No. |
Principal Amount Tendered(1) |
Offer Price(2) |
Principal Amount Outstanding after the Any
and All Offers |
USD
6.637% Undated Deeply Subordinated Notes |
CUSIP:
225313AA3 (Rule 144A) / F22797FJ2 (Reg S)
ISIN:
US225313AA37 (Rule 144A) / USF22797FJ25 (Reg S) |
USD782,972,000 |
USD950.00 |
USD106,956,000 |
EUR CMS
Floater Undated Deeply Subordinated Notes |
ISIN:
FR0010161026 |
EUR120,456,000 |
EUR780.00 |
EUR250,776,000 |
(1) Including
USD1,710,000 in principal amount of Any and All Notes tendered
pursuant to the guaranteed delivery procedures, for which the
delivery of Any and All Notes must be made no later than 5:00 p.m.,
New York City time/11:00 p.m., Central European time, on 23 May
2017.
(2) Per
USD1,000 or EUR1,000, as applicable, in principal amount of Any and
All Notes purchased pursuant to the Any and All Offers
Payment of the aggregate
consideration for Any and All Notes accepted for purchase is
expected to be made on 24 May 2017, on which date Crédit Agricole
S.A. will deposit with CACEIS Corporate Trust S.A., as Tender Agent
(for tendering holders that hold their Any and All Notes through
Euroclear, Clearstream or Euroclear France), or with DTC, the
amount of cash necessary to pay the Offer Price plus Accrued
Interest in respect of the Any and All Notes accepted for purchase
in the Any and All Offers.
Maximum Tender Amount of the Waterfall
Offers
Concurrently with the announcement
of the Any and All Offers, Crédit Agricole S.A. also announced an
offer to purchase up to EUR1.5bn euro equivalent (less the euro
equivalent of the amount purchased in the Any and All Offers) (the
"Maximum Waterfall Tender Amount") in nominal
amount of four other series of notes described in the press release
dated 15 May 2017, subject to the Acceptance Priority Levels
described in the related offer to purchase dated 15 May 2017 (such
offer, the "Waterfall Offers" and together
with the Any and All Offers, the "Tender
Offers", and such offer to purchase the "Waterfall Offer to Purchase"). The aggregate
principal amount of notes subject to the Waterfall Offers which
Crédit Agricole S.A. will purchase is limited to the Maximum
Waterfall Tender Amount (as defined above).
On the basis of the results of the
Any and All Offers, the Maximum Waterfall Tender Amount will be
EUR679,211,262. For purposes of determining the Maximum Waterfall
Tender Amount, the euro equivalent of the aggregate principal
amount accepted for purchase pursuant to the Any and All Offers was
calculated as of 9:00 a.m., New York City time/3:00 p.m. Central
European time on 19 May 2017, based on the applicable EUR/USD
exchange rate of 1.118 as reported on Bloomberg screen page "FXIP"
under the heading "FX Rate vs. USD". Crédit Agricole S.A. may
increase or decrease the Maximum Waterfall Tender Amount in its
sole discretion, subject to applicable law.
The Waterfall Offers are being
made upon and are subject to the terms and conditions set forth in
the Waterfall Offer to Purchase. The early participation date
for the Waterfall Offers is 8:00 a.m., New York City time/2:00
p.m., Central European time, on 30 May 2017 and the expiration date
for the Waterfall Offers is 11:59 p.m., New York City time, on 13
June 2017/5:59 a.m., Central European time, on 14 June 2017 (in
each case, subject to extension).
Tenders of notes pursuant to the Waterfall Offers may be validly
withdrawn at any time on or prior to 8:00 a.m., New York City
time/2:00 p.m. Central European time, on 30 May 2017 (subject to
extension).
For further details about the
terms and conditions of the Waterfall Offers and the procedures for
tendering notes in the Waterfall Offers, please refer to the
Waterfall Offer To Purchase.
Further
Information
Copies of the Any and All Offer to
Purchase, the Waterfall Offer to Purchase and other documentation
are available at http://gbsc-usa.com/Credit-Agricole/.
Questions and requests for assistance in
connection with the Offers may be directed to:
The Sole Structuring Bank and Sole Dealer Manager for the
Tender Offers
Crédit Agricole
Corporate and Investment Bank
12, place des Etats-Unis, CS
70052
92547 Montrouge Cedex
France
Attn: Liability Management
Tel: +44 207 214 5733
Email: liability.management@ca-cib.com
Credit Agricole Securities (USA)
Inc.
Attn: Debt Capital Markets/Liability Management
1301 Avenue of the Americas
New York, New York 10019
Collect: 212-261-7802
U.S. Toll Free: (866) 807-6030
Questions and requests for assistance
in connection with the tenders of Notes including requests for a
copy of the relevant Offer to Purchase may be directed to:
The Tender Agents and the Information Agents for the Tender
Offers
In respect of USD Notes
Global Bondholder Services
Corporation
65 Broadway - Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (866)-794-2200
By facsimile:
(For Eligible Institutions only):
(212) 430-3775/3779
Confirmation:
(212) 430-3774 |
In respect of GBP or EUR Notes
CACEIS Corporate Trust S.A.
1-3, Place Valhubert
75013 Paris
Attn: Charlotte HUGO
Tel: +33 (1) 57 78 34 10
Email: charlotte.hugo@caceis.com /
LD-F-CT-OST-MARCHE-PRIMAIR@caceis.com
|
Disclaimer
Holders must make
their own decision as to whether to tender any of their Notes
pursuant to the Tender Offers, and if so, the principal amount of
Notes to tender. Holders should consult their own tax,
accounting, financial and legal advisors as they deem appropriate
regarding the suitability of the tax, accounting, financial and
legal consequences of participating or declining to participate in
the Tender Offers.
This announcement
is not an offer to purchase or a solicitation of offers to sell any
securities.
This announcement
is not an invitation to participate in the Tender Offers. Such an
invitation will only be extended by means of documents (the Offers
to Purchase) that will be provided only to those investors to whom
such an invitation may be legally addressed. The distribution of
this announcement in certain countries may be prohibited by
law.
Offer
Restrictions
United Kingdom.
The communication of this announcement, the Offers
to Purchase and any other documents or materials relating to the
Tender Offers are not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000 (the "FSMA"). Accordingly, such documents
and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) persons who have professional experience in matters relating to
investments, being investment professionals as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "FPO"); (2) persons
who fall within Article 49(2)(a) to (d) of the FPO ("high net worth
companies, unincorporated associations etc."); or (3) any other
persons to whom these documents and/or materials may lawfully be
communicated. Any investment or investment activity to which the
Offers to Purchase relate is available only to such persons or will
be engaged only with such persons and other persons should not rely
on it.
France. The Tender Offers are not
being made, directly or indirectly, to the public in the Republic
of France. Neither this announcement, the Offers to Purchase nor
any other documents or offering materials relating to the Tender
Offers have been or shall be distributed to the public in the
Republic of France and only (i) providers of 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 (ii) qualified investors
(investisseurs qualifiés) acting for their own account, with the
exception of individuals, within the meaning ascribed to them in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code monétaire et financier and applicable regulations
thereunder, are eligible to participate in the Tender Offers.
Neither this announcement, the Offers to Purchase nor any other
such offering material has been submitted for clearance to the
Autorité des marchés financiers.
Italy. None of the Tender
Offers, this announcement, the Offers to Purchase or any other
documents or materials relating to the Tender Offers 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 Tender Offers
are being carried out in the Republic of Italy ("Italy") as exempted offers 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 4 of CONSOB Regulation No. 11971 of
May 14, 1999, as amended.
Holders or
beneficial owners of the Notes (as defined in the Offers to
Purchase) that are resident and/or located in Italy can tender the
Notes for purchase 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. 16190 of October 29, 2007, 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 Notes or the Offers.
European Economic Area. In
any European Economic Area ("EEA") Member
State, this announcement and the Offers to Purchase are only
addressed to and is only directed at qualified investors in that
Member State within the meaning of Directive 2010/73/EU, together
with any applicable implementing measures in any Member State, the
"Prospectus Directive."
Press release ENG
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: CREDIT AGRICOLE SA via Globenewswire
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