Edenred successfully placed its first sustainability-linked
convertible bonds for a nominal amount of approximately €400
million
Press releaseJune 9, 2021
Edenred successfully placed its first
sustainability-linked convertible bonds for a nominal amount of
approximately €400 million
Edenred (Euronext
Paris : FR0010908533) (the “Company”) has
successfully placed today an inaugural sustainability-linked bonds
convertible into and/or exchangeable for new and/or existing shares
(“OCEANE”) due 2028 (the “Bonds”)
for an aggregate nominal amount of approximately €400 million by
way of a placement to qualified investors only1 (the
“Offering”). The Offering represents today
6,173,792 underlying shares.
The par value of the Bonds has been set at
€64.79, corresponding to a premium of 37.5% above Edenred’s
reference share price2 on the regulated market of Euronext in Paris
(“Euronext Paris”).
The Bonds will be issued on June 14, 2021 (the
“Issue Date”), being the expected settlement and
delivery date of the Bonds. The Bonds will be issued at an issue
price equal to 100.875% of par, which corresponds to a yield to
maturity of -0.12% and will not bear interest.
The net proceeds of the Offering will be used by
the Company for general corporate purposes, including the financing
of potential external growth operations.
To coincide with the placement, Edenred
published its first Sustainability-Linked Bond Framework, which was
reviewed by an external third party and is based on the achievement
of three sustainable performance targets:
- People: 34% of women in executive
positions by 2025
- Planet: 15% reduction in greenhouse
gas emissions by 2025 versus 2019
- Progress: 64% of merchants and
users made aware of balanced nutrition and food waste by 2025
Guided by Edenred’s purpose, “Enrich
Connections. For Good”, this operation demonstrates the Group’s
concrete commitment to sustainable development, which is notably
reflected in:
- The ten People, Planet, Progress
objectives in its “Ideal” corporate social responsibility strategy,
addressing 12 of the 17 United Nations Sustainable Development
Goals;
- The indexation of the financial
conditions of its syndicated credit line to two of these criteria
since 2020;
- The conditions governing free share
allocation plans, 25% of which since 2021 have been linked to the
achievement of quantified objectives in terms of diversity, the
fight against global warming and awareness of sustainable nutrition
(see press release dated May 11, 2021).
Julien Tanguy, Executive Vice President,
Finance, said: “The success of this placement illustrates
Edenred’s good credit quality as well as investors’ confidence in
the Group’s financial strength and in our strategy of sustainable
and profitable growth. We are also proud to be among the very first
French companies to issue a sustainability-linked convertible bond.
With this issuance, we are making sustainable development an even
greater component of our business performance, true to our purpose,
‘Enrich Connections. For Good’.”
___________________________________
Unless previously converted, exchanged, redeemed
or purchased and cancelled, the Bonds will be redeemed at par on
June 14, 2028 (or on the following business day if this date is not
a business day).
The Bonds may be redeemed prior to maturity at
the option of the Company, under certain conditions. In particular,
the Bonds may be fully redeemed earlier at par, at the Company’s
option from June 14, 2026 until the maturity date of the Bonds,
subject to a prior notice of at least 30 calendar days (without
exceeding 90 calendar days), if the arithmetic average, calculated
over a period of 20 consecutive trading days chosen by the Company
from amongst the 40 consecutive trading days preceding the
publication of the early redemption notice, of the products of
Edenred’s volume weighted average price on Euronext Paris on each
trading day of the considered period and the applicable conversion
ratio on each such trading day exceeds 130% of the nominal value of
the Bonds.
Upon a change of control or a delisting event,
as these terms are defined in the conditions of the Bonds, all
bondholders will have an option to request an early repayment of
their Bonds, at a price equal to par value.
Application will be made for the listing of the
Bonds on Euronext AccessTM of Euronext in Paris to occur within 30
days from the Issue Date.
In line with Edenred’s Sustainability-Linked
Bond Framework, if, as of December 31, 2025, the Company does not
meet the Sustainability Performance Target Minimum Score Condition
(as defined below), Edenred shall pay in respect of each Bond, an
amount equal to 0.50% of their par value (the “Premium
Payment Amount”) no later than the date falling 30
calendar days following the Sustainability Performance Target Date.
For the avoidance of any doubts, Bonds which are repurchased by the
Company, redeemed or converted on or before the Sustainability
Performance Target Date are not entitled to the payment of any
Premium Payment Amount.
Edenred published today its first
Sustainability-Linked Bond Framework (the
“Framework”) which covers all debt instruments
whose financial characteristics are linked with sustainability
performance targets. The detailed methodology is presented in the
Framework.
Edenred has selected one KPI from each of the 3
pillars of its sustainability strategy “Ideal People, Ideal Planet,
Ideal Progress”:
Key Performance Indicator |
Sustainability Performance Target by
2025 |
KPI 1 (Ideal People)% women among executive
positions |
at least 34% |
KPI 2 (Ideal Planet)Greenhouse gas (GHG)emissions
reduction |
Reducing Scope 1 and 2 Greenhouse Gas (GHG) emissions in teq CO2:
by at least 15% (vs 2019 level) |
KPI 3 (Ideal Progress)% of food users &
merchants made aware of balanced nutrition and food waste |
at least 64% |
The Sustainability Performance Target Minimum
Score Condition will be met if Edenred reaches at least 2 out of 3
of the above mentioned KPIs.
The Framework has been established in accordance
with the Sustainability-Linked Bond Principles (SLBP) administered
by ICMA and reviewed by Ethifinance who provided a Second Party
Opinion (“SPO”) on June 4, 2021. Both the
Framework and the SPO are available on the Company’s website:
(www.edenred.com).
Conversion/Exchange
RightBondholders will be granted a conversion/exchange
right of the Bonds into new and/or existing shares of the Company
(the “Conversion/Exchange Right”) which they may
exercise at any time from the Issue Date and until the 7th business
day (inclusive) preceding the maturity date or the relevant early
redemption date.
The conversion/exchange ratio is set at one
share per Bond (subject to standard adjustments in certain cases,
as described in the conditions of the Bonds).
Upon exercise of their Conversion/Exchange
Right, bondholders will receive at the option of the Company new
and/or existing Edenred shares.
The new and/or existing shares potentially
received will carry in all cases all rights attached to existing
shares as from the date of delivery.
Company lock-up undertaking
In the context of the Offering, the Company will
agree to a lock-up undertaking on the issuance or sale of shares or
of securities giving access to the share capital, for a period
starting from the announcement of the final terms of the Bonds and
ending 90 calendar days after the Issue Date, subject to certain
customary exceptions or waiver from the Global
Coordinators.DilutionFor illustrative purposes, as
a result of the Offering, the issue of 6,173,792 Bonds each with a
par value of €64.79, would lead to a maximum dilution of 2.47% of
the outstanding share capital, should the Company decide to
exclusively deliver new shares upon conversion.
Legal framework of the Offering and
placementThe Bonds have been issued by way of a placement
to qualified investors only as defined in article 2(e) of
Regulation (EU) 2017/1129, in accordance with Article L. 411-2,1°
of the French monetary and financial code (Code monétaire et
financier), as per the authorization granted by the Company’s
combined general meeting held on May 7th, 2020 (18th resolution),
via an accelerated bookbuilt placement in France and/or outside of
France (excluding in particular the United States of America,
Canada, Australia or Japan).
Existing shareholders of the Company shall have
no preferential subscription rights nor priority subscription
period in connection with the issue of the Bonds (nor the
underlying new shares of the Company issued upon conversion as the
case may be).
Available informationThe
Offering of the Bonds is not subject to a prospectus approved by
the French Financial Market Authority (Autorité des marchés
financiers) (the “AMF”). Detailed information on
Edenred, including its business, results, prospects and related
risk factors are described in the Company’s universal registration
document (Document d’enregistrement universel) filed with the AMF
on March 29, 2021 under number D.21-0213, the Issuer’s
Sustainability-Linked Bond Framework, and other regulated
information and all the press releases of the Company, which are
available on Edenred’s website (www.edenred.com).
Crédit Agricole Corporate and Investment Bank
and Société Générale served as global coordinators and joint
bookrunners, also in charge CSR Structuring. Barclays, BNP PARIBAS,
Citi and J.P. Morgan also acted as joint bookrunners.
▬▬
Edenred is a leading digital
platform for services and payments and the everyday companion for
people at work, connecting over 50 million users and 2 million
partner merchants in 46 countries via more than 850,000 corporate
clients.
Edenred offers specific-purpose payment
solutions for food (such as meal benefits), mobility (such as
multi-energy, maintenance, toll, parking and commuter solutions),
incentives (such as gift cards, employee engagement platforms) and
corporate payments (such as virtual cards).
True to the Group’s purpose, “Enrich
connections. For good.”, these solutions enhance users’ well-being
and purchasing power. They improve companies’ attractiveness and
efficiency, and vitalize the employment market and the local
economy. They also foster access to healthier food, more
environmentally friendly products and softer mobility.
Edenred’s 10,000 employees are committed to
making the world of work a connected ecosystem that is safer, more
efficient and more responsible every day.
In 2020, thanks to its global technology assets,
the Group managed close to €30 billion in business volume,
primarily carried out via mobile applications, online platforms and
cards.
Edenred is listed on the Euronext Paris stock
exchange and included in the following indices: CAC Next 20,
FTSE4Good and MSCI Europe.
The logos and other trademarks mentioned and
featured in this press release are registered trademarks of
Edenred S.E., its subsidiaries or third parties. They may not
be used for commercial purposes without prior written consent from
their owners.
▬▬
CONTACTS
Communications Department Emmanuelle
Châtelain +33 (0)1 86 67 24 36
emmanuelle.chatelain@edenred.com Media
Relations Matthieu Santalucia+33 (0)1 86 67 22
63matthieu.santalucia@edenred.com |
Investor
Relations Cédric Appert+33 (0)1 86 67 24
99cedric.appert@edenred.com Loïc Da Silva+33 (0)1 86 67 20
67loic.dasilva@edenred.com |
Disclaimer
Important information
This press release may not be released,
published or distributed, directly or indirectly, in or into 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 of the Bonds 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 Edenred
and the financial intermediaries 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 Regulation (EU) 2017/1129 (the
“Prospectus Regulation”) and Regulation (EU)
2017/1129 as it forms part of domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (the “UK
Prospectus Regulation”).
This press release is not an offer to the
public, an offer to subscribe or designed to solicit interest for
purposes of an offer to the public other than to qualified
investors in any jurisdiction, including France.
The Bonds have been offered only by way of a
placement in France and/or outside France (excluding the United
States of America, Australia, Canada and Japan), solely to
qualified investors defined in point (e) of article 2 of the
Prospectus Regulation and article 2 of the UK Prospectus Regulation
and there will be no public offering in any country (including
France) in connection with the Bonds other than to qualified
investors. This press release does not constitute a recommendation
concerning the offer of the Bonds. The value of the Bonds and the
shares of Edenred can decrease as well as increase. Potential
investors should consult a professional adviser as to the
suitability of the Bonds for them.
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 press
release:
(a) The expression “retail
investor” means a person who is at least one 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 (EU) 2016/97 (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) or MiFID II; or
(iii) a person other than a
“qualified investor" as defined in the Prospectus Regulation;
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 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 "
EU 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 EU PRIIPS
Regulation.
Prohibition of sales to retail investors
in the United Kingdom
No action has been undertaken or will be
undertaken to make available any Bonds 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 (the “EUWA”); or
(ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000 (as amended, “FSMA”) and any rules or
regulations made under the FSMA to implement the Insurance
Distribution Directive, 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 of the UK Prospectus Regulation as it forms
part of domestic law by virtue of the EUWA; and
(b) the expression an “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 for the Bonds.
Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the “UK PRIIPs
Regulation”) for offering or selling the Bonds or
otherwise making them available to retail investors in the United
Kingdom has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in
the United Kingdom may be unlawful under the UK 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 other than to qualified investors. 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
qualified investors as defined in point (e) of article 2 of the
Prospectus Regulation.
United Kingdom
This press release is addressed and directed
only (i) to persons located outside the United Kingdom, (ii) to
investment professionals (“Investment
Professionals”) as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (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 may otherwise lawfully be
communicated pursuant to applicable law (the persons mentioned in
paragraphs (i), (ii), (iii) and (iv) all deemed relevant persons
(the “Relevant Persons”)). The Bonds and, as the
case may be, the shares of Edenred to be delivered upon exercise of
the conversion rights (the “Financial
Instruments”), are intended only for Relevant Persons and
any invitation, offer of contract related to the subscription,
tender, or acquisition of the Financial Instruments 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 released,
published or distributed in or into the United States (as defined
in Regulation S under the Securities Act) (“Regulation
S”). This press release does not constitute or form a part
of an offer of securities for sale or an offer of securities for
sale or of any offer or solicitation to purchase securities except
to persons located outside of the United States in offshore
transactions (as defined in Regulation S). The Bonds will be
offered or sold only to persons located outside of the United
States in offshore transactions (as defined in Regulation S.
Edenred does not intend to register any portion of the proposed
offering of the Bonds in the United States and no public offering
will be made in the United States.
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.
MIFID II product governance/Target market:
French Retail investors, 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 Bonds has led to the conclusion that: (i) the target market
for the Bonds is French retail investors, eligible counterparties
and professional clients, each as defined in MiFID II; and (ii) all
channels for distribution of the Bonds to French retail investors,
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Bonds
(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 Bonds (by either adopting or
refining the manufacturers’ target market assessment) and
determining appropriate distribution channels. For the avoidance of
doubt, even if the target market includes French retail investors,
the manufacturers have decided that the Bonds will be offered, as
part of the initial offering, only to eligible counterparties and
professional clients.
1 As defined in article 2(e) of Regulation (EU) 2017/1129 in
accordance with article L. 411-2,1° of the French monetary and
financial code (Code monétaire et financier).2 The reference share
price is equal to the volume-weighted average price of Edenred’s
shares recorded on the regulated market of Euronext Paris from the
start of trading today until the determination of the final terms
of the Bonds on the same day, i.e €47.1196.
- 2021 06 09 - Edenred - PR - Pricing Sustainability-linked
OCEANE
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