THIS ANNOUNCEMENT
IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A
SOLICITATION OF OFFERS TO SELL ANY SECURITIES.
Montrouge 15 May
2017
Crédit Agricole
S.A. Launches Tender Offers for Perpetual Notes
____________________
Crédit Agricole S.A. today
announced the launch of simultaneous tender offers to purchase for
cash six series of its outstanding perpetual notes:
-
An offer to purchase any and all of its two
series of outstanding notes listed in Table I below (the "Any and All Offers"); and
-
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 its four series of notes listed
in Table II below, subject to the Acceptance Priority Levels set
forth in Table II below (such offer, the "Waterfall Offers" and together with the Any and All
Offers, the "Tender Offers").
The Tender Offers are 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") and the Offer
to Purchase dated 15 May 2017 relating to the Waterfall Offers (the
"Waterfall Offer to Purchase" and together
with the Any and All Offer to Purchase, the "Offers to Purchase"). Capitalized terms
used in this announcement but not defined herein have the meanings
given to them in the related Offers to Purchase.
Copies of the Offers to Purchase
and other documentation are available at
http://gbsc-usa.com/Credit-Agricole/.
Context and rationale of the Offers
The purpose of the Tender Offers
is to allow Crédit Agricole S.A. and the Crédit Agricole Group to
optimize its capital base and debt management while offering
liquidity to investors, as described in the press release of 17
March 2017 announcing the contemplated Tender Offers.
Description of the Any and All Offers
Table I: Notes
subject to the Any and All Offers (the "Any and All Notes")
Title of Notes |
CUSIP / ISIN No. |
Principal Amount Outstanding |
Offer Price(1) |
USD
6.637% Undated Deeply Subordinated Notes |
CUSIP:
225313AA3 (Rule 144A) / F22797FJ2 (Reg S)
ISIN:
US225313AA37 (Rule 144A) / USF22797FJ25 (Reg S) |
USD889,928,000 |
USD950.00 |
EUR CMS
Floater Undated Deeply Subordinated Notes |
ISIN:
FR0010161026 |
EUR371,232,000 |
EUR780.00 |
(1) Per
USD1,000 or EUR1,000, as applicable, in principal amount of Any and
All Notes purchased pursuant to the Any and All Offers.
The Any and All Offers are being
made upon and are subject to the terms and conditions set forth in
the Any and All Offer to Purchase. The expiration date for
the Any and All Offers is 5:00 p.m., New York City time/11:00 p.m.,
Central European time, on 19 May 2017 (the "Any
and All Expiration Date") and the deadline for withdrawing
tenders in the Any and All Offers is 5:00 p.m., New York City
time/11:00 p.m., Central European time, on 19 May 2017 (in each
case subject to extension).
Subject to the terms of the Any
and All Offers and upon satisfaction or waiver of the conditions
set forth in the Any and All Offer To Purchase, Crédit Agricole
S.A. will purchase all Any and All Notes validly tendered and not
validly withdrawn.
The Offer Price for each series of
Any and All Notes subject to the Any and All Offers is set forth in
Table I above. In addition to the Offer Price, holders whose Any
and All Notes are accepted for purchase will also be eligible to
receive a cash payment representing accrued and unpaid interest
from, and including, the last interest payment date for the Any and
All Notes up to, but excluding, the Any and All Settlement Date (as
defined below). The "Any and All
Settlement Date" will occur promptly
following the Any and All Expiration Date and is expected to be on
or about 24 May 2017 (subject to extension). The Guaranteed
Delivery Settlement Date for Any and All Notes tendered using
guaranteed delivery procedures is expected to be on or about 24 May
2017 (subject to extension).
Crédit Agricole S.A.'s obligation
to accept for purchase and pay for validly tendered Any and All
Notes is subject to, and conditioned upon, satisfaction or waiver
of certain customary conditions described in the Any and All Offer
To Purchase.
For further details about the
terms and conditions of the Any and All Offers and the procedures
for tendering the Any and All Notes, please refer to the Any and
All Offer To Purchase.
Description of the Waterfall Offers
Table II: Notes
subject to the Waterfall Offers (the "Waterfall Notes")
Title of Notes |
CUSIP / ISIN No. |
Principal Amount Outstanding |
Acceptance Priority
Level |
Early Participation Amount(1) |
Reference Benchmark |
Bloomberg Reference Page/Screen |
Fixed Spread |
GBP
7.589% Undated Deeply Subordinated Notes |
ISIN:
FR0010575654 |
GBP171,850,000 |
1 |
GBP30.00 |
4.75%
UK Treasury due 7 March 2020 |
DM02 |
+300bps |
GBP
8.125% Undated Deeply Subordinated Notes
|
ISIN:
FR0010814418 |
GBP291,050,000 |
2 |
GBP30.00 |
3.75%
UK Treasury due 7 September 2019 |
DM02 |
+235bps |
USD
8.375% Undated Deeply Subordinated Notes |
CUSIP:
225313AB1 (Rule 144A) / F22797FK9 (Reg S)
ISIN:
US225313AB10 (Rule 144A) / USF22797FK97 (Reg S) |
USD1,000,000,000 |
3 |
USD30.00 |
1.250%
U.S. Treasury due 30 April 2019 |
FIT1 |
+200bps |
EUR
7.875% Undated Deeply Subordinated Notes |
ISIN:
FR0010814434 |
EUR450,000,000 |
4 |
EUR30.00 |
Interpolated Mid-swap Rate |
ICAE1 |
+100bps |
(1) The
Waterfall Total Consideration (as defined below) payable for each
Waterfall Note will be a price per GBP1,000, USD1,000 or EUR1,000,
as applicable, in principal amount of such Waterfall Note validly
tendered at or prior to the Early Participation Date (as defined
below) and accepted for purchase by Crédit Agricole S.A., and will
include the Early Participation Amount.
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 (the "Early Participation Date") 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 (the
"Waterfall Expiration Date") (in each case,
subject to extension). Tenders of
Waterfall 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).
Subject to the Maximum Waterfall
Tender Amount, the Acceptance Priority Levels set forth in Table II
above and proration, and other terms and conditions of the
Waterfall Offers and upon satisfaction or waiver of the conditions
set forth in the Waterfall Offer To Purchase, Crédit Agricole S.A.
will purchase all Waterfall Notes validly tendered and not validly
withdrawn. If the Waterfall Offers are oversubscribed, Waterfall
Notes will be accepted in accordance with their Acceptance Priority
Levels as set forth in Table II above, with 1 being the highest
Acceptance Priority Level and 4 being the lowest.
All Waterfall Notes validly
tendered and not validly withdrawn before the Early Participation
Date having a higher Acceptance Priority Level will be accepted
before any tendered Waterfall Notes having a lower Acceptance
Priority Level, and all Waterfall Notes validly tendered after the
Early Participation Date having a higher Acceptance Priority Level
will be accepted before any Waterfall Notes tendered after the
Early Participation Date having a lower Acceptance Priority Level.
However, Waterfall Notes validly tendered and not validly withdrawn
on or before the Early Participation Date will be accepted for
purchase in priority to other Waterfall Notes tendered after the
Early Participation Date even if such Waterfall Notes tendered
after the Early Participation Date have a higher Acceptance
Priority Level than Waterfall Notes tendered prior to the Early
Participation Date.
Holders of Waterfall Notes
accepted for purchase that are validly tendered and not validly
withdrawn at or prior to the Early Participation Date will be
eligible to receive the Waterfall Total Consideration (as defined
below) for their Waterfall Notes. Holders of Waterfall Notes
accepted for purchase that are validly tendered after the Early
Participation Date but at or prior to the Waterfall Expiration Date
will be eligible to receive an amount equal to the Waterfall Total
Consideration (as defined below) less the applicable Early
Participation Amount (the "Waterfall Tender
Consideration").
The "Waterfall Total Consideration" for
Waterfall Notes will be equal to an amount in the currency in which
the applicable Waterfall Notes are denominated that would reflect,
as of the Early Settlement Date, a yield to the applicable first
call date of such Waterfall Notes equal to the sum (annualized
where applicable) of the applicable reference yield plus the
applicable Fixed Spread as described in Table II and as described
more fully in the Waterfall Offer to Purchase. The Waterfall
Total Consideration also includes the Early Participation Amount
for the applicable series of Waterfall Notes shown in Table
II. The reference yields will be determined at 9:00 a.m., New
York City time/3:00 p.m., Central European time, on 31 May 2017,
subject to extension.
In addition to the Waterfall Total
Consideration or the Waterfall Tender Consideration, as applicable,
holders whose Waterfall Notes are accepted for purchase pursuant to
the Waterfall Offers will also be eligible to receive a cash
payment representing accrued and unpaid interest from, and
including, the last interest payment date for the Waterfall Notes
to, but excluding, the applicable settlement date.
The "Early
Settlement Date" for Waterfall Notes tendered on or prior to
the Early Participation Date is expected to be 2 June 2017.
The Final Settlement Date for the Waterfall Notes tendered after
the Early Participation Date and prior to the Waterfall Expiration
Date is expected to be on or about 16 June 2017.
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
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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