Share Issue/Capital Change • Mar 26, 2015
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
March 26 th , 2015
In accordance with the announced intention of seeing Havas benefiting from a significant free-float in order to maintain the liquidity of Havas shares, alongside keeping a significant majority, the Group Bolloré announces having placed, given a demand superior to the size initially considered, a total of 93.9 million shares representing 22.5% of Havas' share capital at a price of 6.40 euro per share, for a total amount of 601 million euro.
Following the placement, the Group holds 60% of Havas' share capital.
Settlement for the placement will take place on March 30th, 2015.
The Group has entered into a lock up agreement with the bank syndicate in charge of the placement, for a period of one year.
The placement was managed by BNP Paribas, CM-CIC, Crédit Agricole Corporate and Investment Bank, Mediobanca, Natixis and Société Générale Corporate & Investment Banking as Joint Bookrunners.
This press release does not constitute an offer to sell or the solicitation of an offer to purchase or to subscribe the Havas shares in the United States of America, Canada, Australia, or Japan.
No communication or information relating to this placement of Havas shares 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 registration obligation or approval would be required. This placement of Havas shares may be subject to specific legal and regulatory restrictions in certain jurisdictions; Bolloré accepts no liability in connection with a breach by any person of such restrictions.
This press release does not constitute an advertisement or a prospectus within the meaning of the Prospectus Directive (as defined hereinafter). This press release does not, and shall not, in any circumstances, constitute an offer to the public of the Havas shares by Bolloré nor an invitation to the public in connection with any offer in any jurisdiction, including France.
With respect to the Member States of the European Economic Area (the "Member States") which have implemented the Prospectus Directive, no action has been undertaken and will be undertaken to make an offer to the public of the Havas shares requiring a publication of a prospectus in any Member State. As a result, the Havas shares may only be offered in Member States:
(a) to qualified investors, as defined in the Prospectus Directive; or
(b) to fewer than 100 or, if the relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) by relevant Member State; or
(c) in circumstances falling within Article 3(2) of the Prospectus Directive;
and provided that no such offer referred to in (a) to (c) above shall require Bolloré or the Joint Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this paragraph, as defined in the Prospectus Directive (i) the expression an "offer to the public of the Havas shares" in a relevant Member State, which has implemented the Prospectus Directive (as defined below), means any communication in any form and by any means of sufficient information on the terms of the offer of the Havas shares, so as to enable an investor to decide, to purchase the Havas shares, as the same may be varied in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State), and includes any relevant implementing measure in the relevant Member State and (iii) the expression "2010 PD Amending Directive" means Directive 2010/73/EU and includes any relevant implementing measure in the relevant Member State.
This press release 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 Financial Services and Markets Act 2000 (the "FSMA")) in connection with the offer to purchase the Havas shares (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 and has not been approved by the Financial Conduct Authority or by another United Kingdom regulatory authority falling within Section 85 of the FSMA.
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 an offer to sell or the solicitation of an offer to purchase the Havas shares and in the United States of America. The Havas shares have not been, or will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor may they be offered or sold in the United States of America, except pursuant to an exemption from the registration requirements of the Securities Act. In addition, the Havas shares will be offered or sold outside of the United States of America in offshore transactions in accordance with Regulation S of the Securities Act.
Bolloré does not intend to register all or any portion of the offering of the Havas shares in the United States of America or to conduct a public offering of the Havas shares in the United States of America.
The Havas shares have been offered or sold nor may be offered, sold or purchased in Canada (subject to limited exceptions with respect to Havas shares), Australia or Japan.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.