NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR
JAPAN
This press release
does not constitute a solicitation to purchase or an offer of the
Bonds or the Shares (as defined below and together, the "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 may not be offered or sold in the United States of
America or to, or for the account or benefit of, U.S. Persons
unless they are registered or exempt from registration under the US
Securities Act of 1933, as amended. Michelin does not intend to
register all or any portion of the offering in the United States of
America or to conduct a public offering of the Securities in the
United States of America. The Securities may not be offered or sold
or otherwise made available to retail investors (no key information
document under PRIIPS Regulation will be prepared).
Clermont-Ferrand, January 19,
2018
Determination of
the initial conversion price of the non-dilutive cash-settled
convertible bonds due 2023
Following the placement on January
5, 2018 by Michelin of USD 600 million non-dilutive cash-settled
convertible bonds due 2023 (the "Bonds"):
-
the initial conversion price of the Bonds has
been set at EUR 167.4083;
-
the reference FX rate (EUR/USD) has been
determined to be equal to 1.21225;
-
the exercise price has been determined to be
equal to EUR 164,982.4706 (rounded in accordance with the
conditions of the Bonds); and
-
the initial conversion ratio has been determined
to be equal to 985.5095 per USD 200,000 principal amount of the
Bonds (rounded in accordance with the conditions of the
Bonds.
The initial conversion price
represents a premium of 30 % over the share reference price for the
Michelin share of EUR 128.7756, which was determined in the manner
described in the press announcements released on January 5,
2018.
Settlement and delivery of the
Bonds took place on January 10, 2018.
Investor Relations
Valérie Magloire
+33 (0) 1 78 76 45 37
+33 (0) 6 76 21 88 12 (cell)
valerie.magloire@michelin.com
Edouard de Peufeilhoux
+33 (0) 4 73 32 74 47
+33 (0) 6 89 71 93 73 (cell)
edouard.de-peufeilhoux@michelin.com
Matthieu Dewavrin
+33 (0) 4 73 32 18 02
+33 (0) 6 71 14 17 05 (cell)
matthieu.dewavrin@michelin.com
Humbert de Feydeau
+33 (0) 4 73 32 68 39
+33 (0) 6 82 22 39 78 (cell)
humbert.de-feydeau@fr.michelin.com
|
Media Relations
Corinne Meutey
+33 (0) 1 78 76 45 27
+33 (0) 6 08 00 13 85 (cell)
corinne.meutey@michelin.com
Individual Shareholders
Jacques Engasser
+33 (0) 4 73 98 59 08
jacques.engasser@michelin.com
|
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 Michelin,
including its Shares, business, results, prospects and related risk
factors are described in Michelin's registration document, the
French version of which was filed with the AMF on March 8, 2017
under number D.17-0131 (the "Reference
Document"). The Reference Document and Michelin's interim
financial report as at June 30, 2017, are available together with
all the press releases and other regulated information about
Michelin, on Michelin's website (https://www.michelin.com).
Important information
This press release may not be
published, distributed or released directly or indirectly in the
United States of America, Australia, Canada 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
Michelin 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
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.
Prohibition of
sales to European Economic Area retail
investors
No action has been undertaken or
will be undertaken to make available any Bonds to any retail
investor in the European Economic Area. For the purposes of this
provision:
-
the expression "retail investor" means a person
who is one (or more) of the following:
-
a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
or
-
a customer within the meaning of Directive
2002/92/EC (as amended, the "Insurance Mediation Directive"),
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or
-
not a qualified investor as defined in the
Prospectus Directive; and
-
the expression "offer" includes the
communication in any form and by any means of sufficient
information on the terms of the offer and the Bonds to be offered
so as to enable an investor to decide to purchase or subscribe the
Bonds.
Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling
the Bonds or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPS Regulation.
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) 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 for 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, the law 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 or the law of the above states. The Bonds 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. Michelin 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
and Japan
The Bonds may not and will not be
offered, sold or purchased in Australia, Canada or Japan. The
information contained in this press release does not constitute an
offer of securities for sale in Australia, Canada or Japan.
The distribution of this press
release in certain countries may constitute a breach of applicable
law.
20180119_CP_Michelin_Prixde
l’emission obligataire 2023_EN
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: Michelin via Globenewswire
Michelin (EU:ML)
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