Credit Agricole Sa: Crédit Agricole S.A. successfully priced its
offering of EUR 750m Undated Deeply Subordinated Additional Tier 1
(AT1) Fixed Rate Resettable Notes
Not for distribution directly or
indirectly in the United States, Canada, Australia or
Japan.
Crédit Agricole S.A. successfully priced
its offering of EUR 750m Undated Deeply Subordinated Additional
Tier 1 (AT1) Fixed Rate Resettable Notes
On 7 October 2020, Crédit Agricole S.A. took
advantage of favourable market conditions to launch its second
issuance of AT1 notes denominated in EUR (the
“Notes”), its first EUR AT1 notes having been
issued in April 2014. The new Notes were issued to maintain the
Crédit Agricole Group’s high flexibility in the management of its
Tier 1 capital.
The Crédit Agricole Group is one of the best
capitalised financial institutions in Europe. The Crédit Agricole
Group and Crédit Agricole S.A. Group’s Common Equity Tier 1 (CET1)
Capital Ratios were 16.1% and 12.0%, respectively, at 30 June 2020,
and distances to the levels that would trigger distribution
restrictions stood at 636 basis points and 382 basis points,
respectively.
The Notes have no fixed maturity date. They will
bear interest at a fixed rate of 4% per annum payable quarterly to
(and excluding) 23 June 2028 (the “First Interest Rate
Reset Date”), after which the interest rate will be reset
every five years (each, a “Subsequent Interest Rate Reset
Date”) at the then-prevailing 5-year swap rate plus the
initial margin of 437 basis points. Interest payments are subject
to cancellation under certain circumstances. The principal amount
of the Notes will be written down temporarily if the Crédit
Agricole Group’s CET1 Capital Ratio (as defined in the terms and
conditions of the Notes) falls, or remains, below 7% or the Crédit
Agricole S.A. Group’s CET1 Capital Ratio (as defined in the terms
and conditions of the Notes) falls, or remains, below 5.125%. The
Notes may be redeemed at the option of the issuer at any time
between 23 December 2027 (included) and the First Interest Rate
Reset Date (included), and then at any time during each six-month
period preceding a Subsequent Interest Rate Reset Date (included),
in each case with the prior approval of the regulator and subject
to certain conditions specified in the terms and conditions of the
Notes.
The Notes were subscribed by institutional
investors in Europe and Asia. The offering attracted considerable
interest, the order book exceeding EUR 4.25billion at its peak, and
counting more than 200 investors at the final coupon level. The
success of this issuance attests to the Crédit Agricole Group’s
credit quality.
Disclaimer
This press release does not constitute an offer
to sell or subscribe, nor the solicitation of an order to purchase
or subscribe, the Notes in the United States of America, Canada,
Australia or Japan nor in any other jurisdiction in which such
offer or solicitation would be unlawful.
No communication or information relating to the
issuance of the Notes may be distributed to the public in a country
where a registration obligation or an approval is required.
No action has been or will be taken in any country where such
action would be required. The offering and the subscription
of the Notes may be subject to specific legal and regulatory
restrictions in certain jurisdictions; Crédit Agricole S.A. accepts
no liability in connection with a breach by any person of such
restrictions.
This press release is an advertisement and not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the
European Parliament and of the Council dated 14 June 2017 (as
amended, the “Prospectus Regulation”). The final
prospectus, when published, will be available on the website of the
Autorité des marchés financiers (www.amf-france.org) and on the
website of the Issuer (www.credit-agricole.com).
This press release does not, and shall not, in
any circumstances, constitute an offer to the public of Notes by
Crédit Agricole S.A. nor an invitation to the public in connection
with any offer in any jurisdiction, including France.
MiFID II product governance /
Professional investors and ECPs only target market -
Solely for the purposes of each manufacturer’s product approval
process, the target market assessment in respect of the Notes,
taking into account the five categories referred to in item 18 of
the Guidelines published by ESMA on 5 February 2018, has led to the
conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as
defined in Directive 2014/65/EU (as amended, “MiFID
II”); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Notes (a “distributor”) should
take into consideration the manufacturers’ target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the
manufacturers’ target market assessment) and determining
appropriate distribution channels.
United States of America
This press release may not be published,
distributed or transmitted in the United States of America
(including their territories and dependencies, any state of the
United States of America and the District of Columbia). This press
release does not constitute any solicitation to purchase or an
offer to purchase or to subscribe the Notes in the United States of
America. The Notes have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the
“Securities Act”) or the securities law of any
U.S. state, and may not be offered or sold, directly or indirectly,
in the United States or to, or for the account or benefit of, U.S.
persons 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 Notes are being offered
and sold only outside the United States to non-U.S. persons in
accordance with Regulation S under the Securities Act. Crédit
Agricole S.A. does not intend to register all or any portion of the
offering of the Notes in the United States of America or to conduct
a public offering of the Notes in the United States of America.
Canada
This press release must not be published,
released or distributed, directly or indirectly, in Canada. No
prospectus has been filed with any securities commission or similar
regulatory authority in Canada in connection with the offer and
sale of the Notes. The Notes have not been, and will not be,
qualified for sale under the securities laws of Canada or any
province or territory thereof and no securities commission or
similar regulatory authority in Canada has reviewed or in any way
passed upon this press release or the merits of the Notes and any
representation to the contrary is an offence.
European Economic Area and the United
Kingdom
In each Member State of the European Economic
Area (“EEA”) and in the United Kingdom (the
“UK”) (each, a “Relevant State”),
no action has been undertaken or will be undertaken to make an
offer of the Notes where such offer would have required, or would
require, the publication of a prospectus pursuant to Article 3 of
the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation.
The Notes 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 a Relevant State. For these purposes, a “retail
investor” means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) MiFID II; (ii) a
customer within the meaning of Directive 2016/97/EU dated 20
January 2016 on insurance distribution (as amended, the
“Insurance Distribution Directive”), 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 Regulation, and an “offer”
means the communication to persons in any form and by any means,
presenting sufficient information on the terms of the offer and the
Notes, so as to enable an investor to decide to purchase or
subscribe for the Notes. No key information document required by
Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Notes or
otherwise making them available to retail investors in a Relevant
State has been prepared as not required.
Any person making or intending to make an offer
in a Relevant State of the Notes may only do so in circumstances in
which no obligation arises for the Issuer or the Managers acting in
connection with the issuance of the Notes to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation, in
each case, in relation to such offer.
France
The Notes will only be offered or sold in France
to qualified investors as defined in Article 2(e) of the Prospectus
Regulation and in accordance with Articles L.411-1 and L.411-2 of
the French Code monétaire et financier, as amended from time to
time, and any other applicable French law or regulation.
United Kingdom
This press release is directed at: (i) in the
United Kingdom, persons having professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the “Order”) and high net worth entities falling
within Article 49(2)(a) to (d) of the Order; (ii) persons who are
outside the United Kingdom; and (iii) any other person to whom it
can otherwise be lawfully distributed (all such persons together
being referred to as “Relevant Persons”). The
Notes are only available to, and any invitation, offer, or
agreement to subscribe, purchase or otherwise acquire such Notes
will be engaged in only with, Relevant Persons. Any person who is
not a Relevant Person should not act or rely on this document or
any of its contents.
Italy
The offering of the Notes has not been
registered with the Commissione Nazionale per le Società e la Borsa
(“CONSOB”) pursuant to Italian securities
legislation and, accordingly, no Notes may be or will be offered,
sold or delivered, nor may copies of this press release or of any
other document relating to any Notes be distributed in Italy,
except, in accordance with any Italian securities, tax and other
applicable laws and regulations.
In particular, the Notes have not been offered,
sold or delivered, and will not be offered, sold or delivered in
Italy except (i) to qualified investors (investitori qualificati),
as defined pursuant to Article 2 of the Prospectus Regulation and
any applicable provision of Legislative Decree no. 58 of 24
February 1998, as amended (the “Financial Services
Act”) or the CONSOB regulations; or in other circumstances
which are exempted from the rules on public offerings pursuant to
Article 1 of the Prospectus Regulation, Article 34-ter of CONSOB
Regulation No. 11971 of 14 May 1999, as amended from time to time,
and the applicable Italian laws.
Switzerland
This press release is not intended to constitute
an offer or solicitation to purchase or invest in the Notes. The
Notes may not be publicly offered, sold or advertised, directly or
indirectly, in, into or from Switzerland within the meaning of the
Swiss Financial Services Act ("FinSA") and no
application has or will be made to admit the Notes to trading on
any trading venue (exchange or multilateral trading facility) in
Switzerland. Neither this press release nor any other offering or
marketing material relating to the Notes constitutes a prospectus
as such term is understood pursuant to the FinSA, and neither this
press release nor any other offering or marketing material relating
to the Notes may be publicly distributed or otherwise made publicly
available in Switzerland.
Hong Kong
The Notes are not being offered or sold and will
not be offered or sold in Hong Kong, by means of any document, the
Notes other than (a) to “professional investors” as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any
rules made under that Ordinance; or (b) in other circumstances that
do not result in the document being a “prospectus” as defined in
the Companies Ordinance (Cap. 32) of Hong Kong or that do not
constitute an offer to the public within the meaning of that
Ordinance; and no advertisement, invitation or document relating to
the Notes has been or will be issued or has been or will be in the
possession of the Managers for the purposes of issue, whether in
Hong Kong or elsewhere, that is directed at, or the contents of
which are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to Notes which are or are intended to
be disposed of only to persons outside Hong Kong or only to
“professional investors” as defined in the Securities and Futures
Ordinance (Cap. 571) and any rules made under that Ordinance.
Singapore
This press release has not been registered as a
prospectus with the Monetary Authority of Singapore. The
Notes will not be offered or sold, and neither this press release
nor any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the Notes, has
been circulated or distributed, or will be circulated or
distributed, whether directly or indirectly, to any person in
Singapore other than (i) to an institutional investor (as defined
in Section 4A of the Securities and Futures Act (Chapter 289) of
Singapore, as modified and amended from time to time (the
"SFA")) pursuant to Section 274 of the SFA, (ii)
to a relevant person pursuant (as defined in Section 275(2) of the
SFA) pursuant to Section 275(1) of the SFA, or any person pursuant
to Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA, or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Australia and Japan
This press release must not be published,
released or distributed, directly or indirectly, in Australia or
Japan. This press release and the information contained herein do
not constitute an offer to sell or subscribe, nor the solicitation
of an order to purchase or subscribe, securities in such
countries.
CRÉDIT AGRICOLE PRESS
CONTACT
Charlotte de
Chavagnac + 33 1 57
72 11
17
charlotte.dechavagnac@credit-agricole-sa.fr
Find our press release on: www.credit-agricole.com -
www.creditagricole.info
- 2020-10-08_Com_Presse_AT1_EN_FINAL