NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OF AMERICA, IN AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA
Paris, 23 April 2019
LVMH hereby informs the holders of
the $750 million cash-settled synthetic convertible bonds due 2021
(ISIN code FR0013113073) (the « Bonds »):
-
that it has received on 18 April 2019 a
notification which triggers the procedure provided under 7.1(v) of
the Terms and Conditions of the Bonds (the « T&C), to
determine if the Trading Condition (as such
term is defined in the T&C) is met during a period of 10
Scheduled Trading Days (the « Reference
Period » as per 7.1(v) of the T&C).
Accordingly :
-
the Reference Period runs
from 23 April 2019 (included) until 7 May
2019 (included);
-
as per 7.1(v) of the T&C, if
the Trading Condition is met, LVMH
will inform the Bondholders on the second Scheduled Trading
Day following the end of the Reference Period, i.e. on 9
May 2019;
-
if the Trading Condition is
met, Bondholders may exercise their Exercise Right (as defined
under the T&C) for a period of 10 Scheduled Trading Days
starting from 9 May 2019 (included).
NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OF AMERICA, IN AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA
LVMH
LVMH Moët
Hennessy Louis Vuitton is represented in Wines and Spirits by a
portfolio of brands that includes Moët & Chandon, Dom Pérignon,
Veuve Clicquot Ponsardin, Krug, Ruinart, Mercier, Château d'Yquem,
Domaine du Clos des Lambrays, Château Cheval Blanc, Colgin Cellars,
Hennessy, Glenmorangie, Ardbeg, Belvedere, Woodinville, Volcán de
Mi Tierra, Chandon, Cloudy Bay, Terrazas de los Andes, Cheval des
Andes, Cape Mentelle, Newton, Bodega Numanthia and Ao Yun.
Its Fashion and Leather Goods division includes
Louis Vuitton, Christian Dior Couture, Celine, Loewe, Kenzo,
Givenchy, Pink Shirtmaker, Fendi, Emilio Pucci, Marc Jacobs,
Berluti, Nicholas Kirkwood, Loro Piana, RIMOWA and Jean Patou. LVMH
is present in the Perfumes and Cosmetics sector with Parfums
Christian Dior, Guerlain, Parfums Givenchy, Kenzo Parfums, Perfumes
Loewe, Benefit Cosmetics, Make Up For Ever, Acqua di Parma, Fresh,
Fenty Beauty by Rihanna and Maison Francis Kurkdjian. LVMH's
Watches and Jewelry division comprises Bvlgari, TAG Heuer, Chaumet,
Dior Watches, Zenith, Fred and Hublot. LVMH is also active in
selective retailing as well as in other activities through DFS,
Sephora, Le Bon Marché, La Samaritaine, Groupe Les Echos, Cova, Le
Jardin d'Acclimatation, Royal Van Lent, Belmond and Cheval Blanc
hotels..
NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OF AMERICA, IN AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA
DISCLAIMER
Available
information
The issue 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 LVMH (the "Company"), including its
business, results, prospects and related risk factors are described
in the Company's reference document, the French version of which
was filed with the AMF on 22 March 2018 under number D.18-0166,
which is available together with all the press releases and other
regulated information about the Company, on LVMH's website
(http://www.lvmh.fr).
Important
information
This press
release does not constitute or form part of any offer or
solicitation to purchase or subscribe for or to sell securities to
any person in Australia, Canada, Japan, the United States of
America or South Africa or in any jurisdiction to whom or in which
such offer is unlawful, and the offering of the Bonds is not an
offer to the public in any jurisdiction, including France. This
press release may not be published, distributed or released
directly or indirectly in Australia, Canada, Japan, the United
States of America or South Africa. 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 the Company or the joint global coordinators
and joint bookrunners assume any liability in connection with the
breach by any person of such restrictions.
The information
contained in this press release is for background purposes only and
does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this press release
or its accuracy or completeness. The information in this press
release is subject to change.
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, Japan
or South Africa), without an offer to the public 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 Ordinary 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.
European Economic Area
In each of the
various Member States of the European Economic Area which has
implemented the Prospectus Directive (the "Relevant Member
States"), no action has been undertaken or will be undertaken to
make an offer to the public of the Bonds requiring the publication
of a prospectus in any Relevant Member State. As a result, the
Bonds may only be offered in Relevant Member States:
(a) to qualified
investors, as defined in the Prospectus Directive;
(b) to fewer than 150,
individuals or legal persons (other than qualified investors as
defined in the Prospectus Directive); or
(c) in any other
circumstances falling within Article 3(2) of the Prospectus
Directive.
For the purposes
of this paragraph, (i) the notion of an "offer to the public of
Bonds" in any Relevant Member State, means any communication, to
individuals or legal entities, in any form and by any means, of
sufficient information on the terms and conditions of the offering
and on the Bonds to be offered, thereby enabling an investor to
decide to purchase or subscribe for the Bonds, as the same may be
varied in the Relevant Member State by any measure implementing the
Prospectus Directive, (ii) the expression "Prospectus Directive"
means Directive 2003/71/EC of the European Parliament and Council
of 4 November 2003 as amended, and includes any relevant
implementing measure in each Relevant Member State.
These
selling restrictions with respect to Member States apply in
addition to any other selling restrictions which may be applicable
in the Member States who have implemented the Prospectus
Directive.
France
The Bonds have
not been and will not be offered or sold or caused 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
(x) 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 ((y) qualified investors (investisseurs
qualifiés) acting for their own account, and/or (z) a restricted
circle of investors (cercle restreint d'investisseurs), with the
meanings ascribed to them in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 and D.411-4 of the French Code
monétaire et financier and applicable regulations
thereunder.
United Kingdom
This press
release has not been approved by any authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended ("FSMA") and is only directed at (i) persons who
are not located in the United Kingdom, (ii) investment
professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (iii) persons
falling within Article 49(2)(a) to (d) (high net worth entities,
non-incorporated associations, etc.) of the Order, or (iv) persons
to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA in
connection with the issue or sale of the Bonds and, if any, the
Shares (together being referred to as the "Securities"), may
otherwise lawfully be communicated (all such persons mentioned in
paragraphs (i), (ii), (iii) and (iv) above, together being referred
to as "Relevant Persons"). The Securities are only available to
Relevant Persons, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be
addressed or concluded only with Relevant Persons. Any person that
is not a Relevant Person must abstain from using or relying on this
press release and the information contained therein.
This press
release does not constitute a prospectus for the purposes of, and
has not been approved by the Financial Conduct Authority or by
another United Kingdom regulatory authority falling within, Section
85 of the FSMA.
United States of America
This press
release does not constitute any solicitation to purchase or an
offer to purchase or to subscribe the Bonds in the United States of
America. The Bonds have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold in the United States of America,
except pursuant to an exemption from the registration requirements
of the Securities Act. The Bonds will be offered or sold only
outside of the United States of America in offshore transactions in
accordance with Regulation S of the Securities Act. The Company
does not intend to register all or any portion of the offering of
the Bonds in the United States of America or to conduct a public
offering of the Bonds in the United States of America.
Australia, Canada, Japan and South Africa
The Bonds may not
and will not be offered, sold or purchased in Australia, Canada,
Japan or South Africa. The information contained in this press
release does not constitute an offer of securities for sale in
Australia, Canada, Japan or South Africa. The distribution of this
press release in certain countries may constitute a breach of
applicable law.
PDF Version
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: LVMH via Globenewswire
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