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Chargeurs — Capital/Financing Update 2010
Apr 12, 2010
1197_iss_2010-04-12_e16e39d7-16be-40d2-89e9-b5e146a69b82.pdf
Capital/Financing Update
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NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
This press release does not constitute an offer of securities in the United States nor in any other country. Neither the Bonds nor the shares to be issued may be offered, sold or exercised in the United States unless they are registered or exempt from registration under the US Securities Act of 1933, as amended. Chargeurs does not intend to register all or any portion of the planned offering in the United States or to conduct a public offering of securities in the United States.
PRESS RELEASE
Paris, 12 April 2010
Successful completion of the offering of €22.8 million aggregate principal amount of subordinated bonds convertible into shares (obligations subordonnées convertibles), with maturity on 1 January 2016
The offering of subordinated bonds convertible into shares (obligations subordonnées convertibles) with maturity on 1 January 2016 launched on 12 March 2010 has been a great success.
Total demand amounted to approximately €41 million, corresponding to a subscription rate of 178.5%. 398,904 bonds were subscribed by irrevocable entitlement (à titre irréductible), representing 96.1% of the total number of bonds issued. On a basis subject to reduction (à titre réductible), 342,203 bonds were requested and demand will, as a result, only be satisfied in part, in the amount of 16,179 bonds. The final gross proceeds amount to €22,829,565 corresponding to the issue of 415,083 bonds.
This offering is a condition precedent of the restructuring of the Group's bank debt as provided in the Debt Restructuring Agreement entered into on 7 January 2010. The net proceeds from this offering will be allocated to increasing the capital of Chargeurs SA by €6 million and Chargeurs Entoilage by €16 million.
Settlement and delivery of the bonds will take place on 15 April 2010. The listing of the bonds on Euronext Paris will also take place on 15 April 2010 (ISIN Code FR0010870931).
Lazard Frère Banque S.A. acted as Bookrunner for the offering.
Web site: www.chargeurs.fr
Press Contacts: +33 1 53 70 74 25 – Fax: + 31 1 71 72 33 67 Investors Contacts: + 33 1 71 72 33 53
Availability of the prospectus
A prospectus, including the reference document (document de référence) of Chargeurs filed with the Autorité des marchés financiers (the "AMF") on 30 December 2009 under no.R.09-095, a securities notes (note d'opération) and the summary of the prospectus (included in the securities note), was filed with the AMF on 11 March 2010 under n° 10-044. The prospectus is available free of charge from Chargeurs, 29-31 rue Washington, 75008 Paris, as well as on the websites of Chargeurs (www.chargeurs.fr) and of the AMF (www.amf-france.org). Chargeurs draws attention to the risk factors included in chapter 1.2 of the reference document and in sections 2 and 9 of the securities note.
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
DISCLAIMER
This press release may not be distributed directly or indirectly in the United State, the United Kingdom, Canada, Australia or Japan.
This press release and the information contained herein do not constitute an offer to sell or the solicitation of an offer to purchase the Bonds or shares of Chargeurs.
No communication or information relating to the issuance by Chargeurs 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 outside of France, in any country in which such action would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions and Chargeurs assumes no liability in connection with the breach by any person of such restrictions.
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 outside of France.
European Economic Area
With respect to each Member State of the European Economic Area ("EEA") which has implemented the Directive 2003/71/EC (the "Prospectus Directive") other than France (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, securities may only be offered in Member States:
- (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
- (b) to any legal entity which meets two or more of the following criteria: (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more that €43 million, and (3) an annual net turnover of more than €50 million, as per its last annual or consolidated accounts;
- (c) in any other circumstances not requiring the issuer to publish a prospectus as provided under article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, "Securities offered to the public" means, in each Member State which has implemented the Prospectus Directive, any communication in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities, so as to enable an investor to decide to buy or subscribe for the securities, as the same may be varied in that Member State.
This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.
United Kingdom
This document does not constitute an offer of securities to the public in the United Kingdom. This document is for distribution in the United Kingdom only to (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities and other persons to whom it may otherwise be lawfully communicated within Article 49(1) of the Order (all such persons being referred to as "relevant persons"). This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons.
United States
This press release and the information contained herein do not constitute an offer to sell or the solicitation of an offer to purchase the Bonds or shares of Chargeurs in the United States.
The Bonds referred to in these materials may not be offered, sold or exercised in the United States (as such term is defined in Regulation S under the US Securities Act of 1933, as amended) unless they are registered or exempt from registration under the US Securities Act of 1933, as amended. Chargeurs has not registered and does not intend to register all or any portion of the planned offering in the United States or to conduct a public offering of Bonds in the United States.
Canada, Australia and Japan
The Bonds may not be offered, sold or purchased in Canada, Australia or Japan.