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Pierre & Vacances

Capital/Financing Update Feb 4, 2014

1597_iss_2014-02-04_7e737b8f-1000-4088-abf5-0bdeebb23b3b.pdf

Capital/Financing Update

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THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

Offering of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANEs) in an initial nominal amount of approximately €100 million which may be increased up to a maximum nominal amount of approximately €115 million

Visa granted by the Autorité des marchés financiers

Paris, February 4, 2014 – Pierre et Vacances (the "Group" or the "Company") launched today an offering of ORNANEs due October 1, 2019 (the "Bonds") in an initial nominal amount of approximately €100 million, which may be increased up to a maximum nominal amount of approximately €115 million in case of full exercise of the 15% over-allotment option granted to BNP PARIBAS, Crédit Agricole Corporate and Investment Bank and Natixis, acting as Joint Lead Managers and Joint Bookrunners, at the latest on February 10, 2014.

The net proceeds of the issuance of the Bonds will be used to refinance partially the existing debt of the Company, primarily by redeeming the Company's bonds convertible into and/or exchangeable for new or existing shares, bearing an interest rate of 4% a year and due to mature on October 1, 2015 (the "2015 OCEANEs") the outstanding amount of which as of today corresponds to the initial issued amount, i.e., €114,999,933.10 corresponding to 1,507,010 2015 OCEANEs. The remainder of the proceeds, if any, will be used to finance general corporate purposes.

This ORNANEs issue is aligned with the Group's willingness to preserve its financial flexibility while maintaining diversified funding sources as started in 2011 with the issue of the 2015 OCEANEs.

The French Autorité des marchés financiers (the "AMF") granted visa n° 14-031 dated 4 February, 2014 on the prospectus. The Bonds will be offered to the public in France only from 5 February, 2014 to 7 February, 2014, 5.00 pm (Paris time) inclusive.

The nominal value per Bond has been set at €36.42, representing a premium of approximately 30% over Pierre et Vacances' reference share price1 on the regulated market of Euronext in Paris ("Euronext Paris").

The Bonds will bear interest at an annual nominal rate of 3.50%, payable semi-annually in arrear on April 1 and October 1 of each year, beginning on October 1, 2014. For the period from and including February 12, 2014, the issue date, up to and including September 30, 2014, the coupon payable on October 1, 2014 will be calculated on a prorata temporis basis.

The Bonds will be issued at par on February 12, 2014, the settlement and delivery date, and will mature and be redeemed at par on October 1, 2019 (or on the following business day if that day is not a business day).

The Bonds give right to the issuance of new shares and/or the delivery of existing shares at any time from the issue date until the twenty-eighth trading day (exclusive) preceding October 1, 2019.

1 The reference share price shall be the volume-weighted average price (VWAP) of Pierre et Vacances' shares quoted on Euronext Paris as from the opening of trading on February 4, 2014 until the final terms and conditions of the Bonds are determined on the same day.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

In the context of this offering, the Company and S.I.T.I., Pierre et Vacances' main shareholder, have undertaken to a lock-up agreement ending 90 calendar days after the settlement and delivery of the Bonds, subject to some customary exceptions.

Important information

The offering of the Bonds is not a public offering in any jurisdiction other than France, subject to the following:

In France,

  • The Bonds were initially offered in a private placement to persons falling within article L. 411-2-II of the French Financial and Monetary Code; and
  • Following this private placement, a prospectus was filed to obtain a visa from the AMF in order to allow subscription by the public in France during a period of three trading days. No subscription is accepted from the public prior to the opening of the subscription period.

Availability of the prospectus

A prospectus, consisting of (i) the registration document of the Company filed with the AMF on 15 January 2014 under n° D.14-0017, and (ii) the securities note and the prospectus summary (included in the securities note), received visa n° D.14-031 from the AMF, dated 4 February, 2014. Copies of this prospectus may be obtained free of charge at the registered office of the Company (L'Artois – Espace Pont de Flandre – 11 rue de Cambrai, 75947 Paris Cedex 19) and on the websites of the Company (www.groupepvcp.com) and the AMF (www.amf-france.org). Investors are invited to consider carefully all of the risk factors described in pages 61 to 66 of the registration document and in section 2 of the securities note.

About Pierre et Vacances

Established in 1967, the Pierre & Vacances-Center Parcs Group is Europe's leading local tourism operator, with almost 50,000 apartments and houses located in over 300 sites in Europe, and renowned brand names such as Pierre & Vacances, Maeva, Center Parcs, Sunparks and Adagio.

The Group's strategy focuses on its two complementary business activities: tourism and property development, which together form an evolving range of holiday experiences in exceptional locations: in seaside resorts, mountain resorts, in the countryside or in the heart of cities.

Investor Relations and Strategic Operations Press and public relations Emeline Lauté Tél. : +33.(0)1.58.21.54.76 [email protected]

Valérie Lauthier Tél. : +33.(0)1.58.21.54.61 [email protected]

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

Key terms and conditions of the net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANEs) (the "Bonds")

Characteristics of the offering

Issuer Pierre et Vacances (the "Group" or the "Company")
Amount of the issue size and Gross Approximately €100 million that may be increased to a
proceeds maximum amount of approximately €115 million in the
event that the over-allotment option is exercised in full
Par value of each Bond The Par value of each Bond represents an issue
premium of 30% relative to the trading volume
weighted average price of the Company's shares as
observed on the Euronext Paris stock exchange as
from the beginning of trading on February 4, 2014 until
the moment upon which the final terms and conditions
of the Bonds are determined on the same day
Number of Bonds 2,745,745 Bonds, which may be increased up to a
maximum of 3,157,606 Bonds in the event that the
over-allotment option is exercised in full
Issue price of the Bonds Bonds issued at par, payable in full on the settlement
date
Gross yield to maturity 3.50% as from the Issue Date (in the absence of
conversion into and/or exchange for shares and in the
absence of early redemption of the Bonds)
Preferential subscription right The shareholders of the Company have waived their
preferential subscription right. There will be no priority
subscription period
Private placement The Bonds were the subject of a private placement in
France and outside of France on February 4, 2014
(excluding the United States, Canada, Australia and
Japan)
Public offering There will be an offer to the public in France from
February 5, 2014 to February 7, 2014 inclusive
Intentions of the principal shareholders S.I.T.I., which owned 44.25% of the Company's capital
as of today, has informed the Company of its intention
not to subscribe to the issue of the Bonds. The
Company is not aware of the intention of other
shareholders
Issue date, dividend entitlement date,
and settlement date
The issue date for the Bonds is expected to be
February 12, 2014 (the "Issue Date")
Listing of the Bonds The Bonds are expected to be listed on February 12,
2014 on Euronext Paris
Rating of the Bonds No rating expected
Clearance Euroclear France, Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme, Luxembourg
Joint Lead Managers and Joint
Bookrunners
BNP
PARIBAS,
Credit
Agricole
Corporate
and
Investment Bank and Natixis

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

Underwriting The bank syndicate directed by BNP PARIBAS, Credit
Agricole Corporate and Investment Bank and Natixis
shall underwrite the issue of Bonds in the maximum
amount of €115 million, pursuant to the terms of an
underwriting
agreement
entered
into
with
the
Company on February 4, 2014
Lock-up commitment 90 days for the Company and S.I.T.I. subject to certain
standard exceptions
Terms of the Bonds
Rank of the Bonds and their interest The Bonds and interest thereon constitute direct,
general, unconditional, unsubordinated and unsecured
obligations of the Company
Negative pledge Solely in the case of security interests granted by the
Company or its main subsidiaries to holders of other
bonds
or
other
marketable
financial
securities
representative of debt securities issued or guaranteed
by the Company or its main subsidiaries
Annual interest The Bonds will bear interest at an annual nominal rate
of 3.50%, payable semi-annually in arrear on April 1
and
October
1
of
each
year
(each
such
date
representing an "Interest Payment Date")., beginning
on October 1, 2014. If the Interest Payment Date is not
a business day, the coupon will be paid on the next
following business day.
Exceptionally, for the period from and including the
February 12, 2014, the issue date, up to and including
September 30, 2014, the coupon payable on October
1, 2014 will be calculated prorata temporis
Term of the Bonds 5 years and 231 days
Redemption at maturity In full, on October 1, 2019 (or on the following
business day if such date is not a business day) by
redemption at par
Early redemption at the Company's Early redemption at the Company's option:
option
At any time, for all or part of the Bonds, without
limitations as to price or quantity, by repurchases
either on or off the market or by means of public
tender or exchange offers.

At any time, for all Bonds outstanding from 20
November 2017 until the maturity date of the
Bonds, subject to a minimum 40 trading days prior
notice, by redemption at par plus accrued interest,
if the arithmetic mean, calculated over a period of
20 consecutive trading days selected by the
Company during the 40 trading days that precede
the publication of the early redemption notice, of
the products of the opening trading price of the
Company's shares on Euronext Paris and the
Conversion Ratio (as defined below) applicable on
each such date exceeds 130% of the par value of
the Bonds; and

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA


At any time, for all the Bonds outstanding, subject
to a minimum 40 trading days prior notice, by
redemption at par plus accrued interest, if less
than 15% of the Bonds issued remain outstanding.
Possible, at par plus accrued interest, notably in the
event of default by the Company
Upon
the
occurrence
of
certain
events
and
in
accordance with the terms in the prospectus submitted
to the AMF
Possible, at par plus accrued interest
Full rights
At any time as of the Issue Date and up to the twenty
eighth trading day (exclusive) prior to October 1, 2019,
Bondholders will be able to obtain (the "Conversion
Right"), at the option of the Company:
1 – either:
(a) If the Conversion Value (as defined hereafter) is
lower or equal to the nominal value of the Bond: an
amount in cash equal to the Conversion Value
multiplied by the number of Bonds for which the
Conversion Right has been exercised, or
(b) if the Conversion Value is greater than the nominal
value of the Bond:
(i) an amount in cash equal to the Conversion Value
multiplied by the number of Bonds for which the
Conversion Right has been exercised, or
(ii) (A) an amount in cash per Bond calculated on the
basis of a percentage (freely determined by the
Company) comprised between 0% (exclusive) and
100%
(exclusive)
of
the
Conversion
Value
(the
"Amount Payable in Cash per Bond") multiplied by
the number of Bonds transferred to the Centralising
Agent and in respect of which the Conversion Right
has been exercised (the "Amount Payable in Cash")
and (B) an amount payable in new and/or existing
shares
of
the
Company
(at
the
option
of
the
Company), corresponding to the difference between
the Conversion Value and the Amount Payable in
Cash per Bond, multiplied by the number of Bonds
transferred to the Centralising Agent and in respect of
which the Conversion Right has been exercised (the
"Amount Payable in Shares").
The number of new and/or existing shares of the
Company (at the option of the Company) to be
allocated shall be equal to the Amount Payable in
Shares divided by the Average Share Price (rounded
down to the lower whole number, the fractions of the
shares being paid in cash).
2 – or (whether the Conversion Value is lower, greater

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

or equal to the par value of the Bond), only new and/or existing shares of the Company (at the option of the Company).

The total number of new and/or existing shares of the Company (at the option of the Company) to be allocated shall be equal to the product of the applicable Conversion Ratio by the number of Bonds for which the Conversion Right has been exercised.

"Conversion Value" is equal to the Conversion Ratio multiplied by the arithmetic average of the volumeweighted average trading prices of the Company's shares over a period of 20 consecutive trading days (reduced to five consecutive Trading Days in the event of a public offer) beginning from the third Trading Day that follows the Decision Date (as defined below) (the "Average Share Price"

The "Conversion ratio" is one (1) share for every one (1) Bond, subject to any future adjustments.

"Decision Date" means the date no later than two (2) Trading Days following the Exercise Date on which the Company will inform the Centralising Agent (who will inform in turn the relevant Bondholder) if it intends to grant Bondholders having exercised their Conversion Right either (a) an amount in cash or (b) an amount in cash and new and/or existing shares of the Company (at the option of the Company) (ii) only new and/or existing shares of the Company (at the option of the Company).

Applicable law French law
Indicative Timetable
February 4, 2014 Press release from the Company announcing the launch and indicative terms of
the Bonds offering and the repurchase of the 2015 OCEANEs.
Opening of book-building for the Private Placement.
Opening of reverse book-building process with institutional investors for the
repurchase of 2015 OCEANEs.
Closing of book-building for the Private Placement.
Closing of reverse book-building process.
Determination of number of 2015 OCEANEs presented under the reverse book
building process.
Determination of the final terms of the Bonds.
Press release from the Company announcing the closing of the Private
Placement, the final terms of the Bonds and the final terms of the repurchase of
2015 OCEANEs under the reverse book-building process.
AMF Visa on the Prospectus.
Signing of the underwriting agreement.
Press release from the Company announcing delivery of the AMF visa on the
Prospectus and the means of accessing the Prospectus.
February 5, 2014 Publication by Euronext of a notice relating to the issue of the Bonds.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

Opening of Public Subscription Period.

  • February 7, 2014 Closing of Public Subscription Period.
  • February 10, 2014 Deadline for exercise of over-allotment option. If applicable, press release announcing the final amount of the issuance after exercise of the over-allotment option. Notice of listing of the Bonds by Euronext.
  • February 12, 2014 Settlement and delivery of the Bonds. Admission of the Bonds to trading on Euronext Paris.
  • February 13, 2014 Settlement and delivery of the 2015 OCEANEs repurchased in the reverse book-building process with institutional investors.
  • February 14, 2014 Opening of the standing repurchase order on the market (procédure de désintéressement du public) for the repurchase of 2015 OCEANEs.
  • February 20, 2014 Closing of standing repurchase order on the market (procédure de désintéressement du public) for the repurchase of 2015 OCEANEs.

February 21, 2014 Press release from the Company announcing the total number of 2015 OCEANEs repurchased. Publication by Euronext of a notice announcing the total number of 2015 OCEANEs repurchased.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

DISCLAIMER

No communication and no information in respect of the offering by Pierre et Vacances of the Bonds may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction outside France where such steps would be required. The offering or subscription of the Bonds may be subject to specific legal or regulatory restrictions in certain jurisdictions. Pierre et Vacances takes no responsibility for any violation of any such restrictions by any person.

This announcement is an advertisement and not a prospectus within the meaning of the Prospectus Directive (as defined below).

This announcement does not and shall not, in any circumstances constitutes a public offering nor an invitation to the public in connection with any offer in any jurisdiction other than France.

The offer and sale of the Bonds in France are carried out in a private placement to qualified investors in accordance with Article L. 411-2 II of the French Code monétaire et financier. The offer will be made to the public in France only after the granting of the "visa" by the French Autorité des marchés financiers on the prospectus relating to the issuance and the admission to trading on the Euronext Paris market of the Bonds.

European Economic Area

In each of the various Member States of the European Economic Area other than France 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 (as defined below);
  • b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the PD Amending Directive, 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 (and amendments thereto, including the PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and (iii) the expression "PD Amending Directive" means Directive 2010/73/EU of the European Parliament and Council dated 24 November 2010.

This selling restriction supplements the other selling restrictions applicable in the Member States which have implemented the Prospectus Directive.

United Kingdom

This press release does not constitute an offer of securities to the public in the United Kingdom. This press release is directed only to persons who (i) are located outside the United Kingdom, (ii) have 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 from time to time), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended from time to time) or (iv) are persons to whom this communication may otherwise be lawfully passed on (all such persons being referred to in (i) to (iv) as "Relevant Persons"). The Bonds are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire Bonds may

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN THE UNITED STATES OF AMERICA NOR IN ANY OTHER COUNTRY. NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. PIERRE ET VACANCES DOES NOT INTEND TO REGISTER ALL OR ANY PORTION OF THE OFFERING IN THE UNITED STATES OF AMERICA OR TO CONDUCT A PUBLIC OFFERING IN THE UNITED STATES OF AMERICA

be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this press release or any provision hereof.

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 is not an offer of securities for sale nor a solicitation of an offer to purchase securities in the United States or in any other jurisdiction. The Bonds (and the underlying shares) may not be offered, sold or subscribed in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Pierre et Vacances does not intend to register any portion of the offering in the United States, or to conduct a public offering of its securities in the United States.

Canada, Australia, Japan

The Bonds have not been offered or sold and may not be offered, sold or purchased in Canada, Australia or Japan.

The distribution of this press release in certain countries may constitute a breach of applicable law.

This press release does not constitute an invitation to sell OCEANEs 2015 in any country where or to any person to which such invitation is restricted by applicable laws or regulations. The repurchase procedure of OCEANEs 2015 is not and will not be opened, directly or indirectly, to U.S. holders (as defined under Rule 800(h) of the Securities Act) under any form and by any mean. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.

Pursuant to an underwriting agreement entered into between the Company and the Joint Lead Managers and Joint Bookrunners, Natixis (or any other affiliated institution), as stabilisation agent (the "Stabilising Agent") will have the ability, but not the obligation, as from the moment on which the final terms of the Bonds and the offering became public, i.e., on 4February, 2014, to intervene, so as to stabilise the market for the Bonds and possibly the shares of the Company in accordance with applicable legislation, and in particular Commission Regulation (EC) No. 2273/2003 dated 22 December 2003. If implemented, such stabilisation activities may be suspended at any time and will end at the latest on10 February, 2014, in accordance with Article 8.5 of the Commission Regulation (EC) No. 2273/2003 dated 22 December 2003. Such transactions are intended to stabilise the price of the Bonds and/or shares of the Company. Such transactions could affect the price of the Bonds and/or shares of the Company and could result in such prices being higher than those that might otherwise prevail.

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