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Covivio — Capital/Financing Update 2013
Nov 12, 2013
1222_prs_2013-11-12_c0060f8b-1979-4289-b7cb-dfc9a19fcc93.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. FONCIÈRE DES RÉGIONS 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.
Paris, November 12, 2013 Press release
Offering by Foncière des Régions of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) of Foncière des Régions due 2019 for a nominal amount of approximately EUR345 million
Approval of the prospectus (visa) by the Autorité des marchés financiers
Paris, November 12, 2013 – Foncière des Régions (the "Company" or "FdR") launched today an offering of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) of the Company, due April 1, 2019 (the "Bonds") for a nominal amount of approximately EUR345 million after the full exercise of the extension option.
The Bonds will bear interest from the issue date (inclusive) at an annual nominal rate of 0.875% payable semi-annually in arrears on April 1 and October 1 in each year (or on the following business day if such date is not a business day). As an exception, for the period from November 20, 2013, the day of settlement of the Bonds, to March 31, 2014 inclusive, interest will be calculated prorata temporis and will be paid on April 1, 2014 (or on the following business day if such date is not a business day).
The par value of the Bonds will be EUR84.73, reflecting a 32.5% issue premium over the reference price1 of EUR63.9503 of the FdR shares traded on the regulated market of NYSE Euronext in Paris. The settlement and delivery of the Bonds is expected to take place on November 20, 2013.
1 The reference price is equal to the volume-weighted average trading price of Foncière des Régions shares on NYSE Euronext in Paris from the beginning of trading on November 12, 2013 until the final terms of the Bonds were 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. FONCIÈRE DES RÉGIONS 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.
Delfin has informed the Company of its intention not to subscribe to the issue of the Bonds and that it reserves the possibility to offer to sell part of its ORNANE issued on May 24, 2011 (the "ORNANE 2011") in the reverse bookbuilding. The Company is not aware of the intention of its other shareholders to subscribe to the offering.
The net proceeds of the issue of the Bonds will be used to refinance the existing debt of the Company for an amount of approximately EUR170 million. In addition, the Company intends to apply approximately EUR110 million to repurchase a portion of its outstanding ORNANE 2011. The remainder will be used to finance the general corporate purposes of the Company.
The Autorité des marchés financiers (the "AMF") has granted its approval (visa) on the prospectus relating to the public offering of the Bonds and the listing of the Bonds on Euronext Paris under number 13-599 dated November 12, 2013.
The private placement of the Bonds was undertaken on November 12, 2013
The Bonds will be subject to a public offering in France from November 13, 2013 to November 15, 2013 at 5:00PM (Paris time),
In the context of the offering, the Company has undertaken to a lock-up agreement ending 90 calendar days after the settlement and delivery of the Bonds, subject to some customary exceptions
The issue and the settlement and delivery of the Bonds (ISIN Code FR0011629344) will take place on November 20, 2013.
An application has been made for the Bonds to be admitted to trading on the regulated market of NYSE Euronext in Paris.
This issue is lead-managed by BofA Merrill Lynch, Crédit Agricole Corporate and Investment Bank, HSBC and Natixis acting as Joint Lead Managers and Joint Bookrunners (together, the "Joint Bookrunners").
This press release does not constitute an offer to subscribe for the Bonds. There shall be no public offering of the Bonds in any country other than France.
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. FONCIÈRE DES RÉGIONS 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.
Contacts:
Investor Relations: Sébastien Bonneton Tél: + 33 (0)1 58 97 52 44 E-mail: [email protected]
Press Relations Géraldine Lemoine Tél : + 33 (0)1 58 97 51 00 E-mail: [email protected]
About Foncière des Régions:
As a partner working with companies on their real estate strategy, Foncière des Régions designs lasting and innovative real estate solutions with a two-fold objective: increase the value of existing urban assets and design the real estate of tomorrow.
Foncière des Régions owns and manages a c. €10 billion portfolio (€16 billion of economic exposure), leased primarily to key accounts that are leaders in their sector (Suez Environnement, Thales, Dassault Systèmes, France Télécom, EDF, IBM, Eiffage, etc.). This partnership culture is based on key values and know-how: vision and expertise.
The Foncière des Régions share is listed on compartment A of Euronext Paris (FR0000064578 - FDR), eligible for deferred settlement and is included in the MSCI, SBF120, Euronext IEIF "SIIC France", and CAC Mid100 indices, in European real estate benchmarks "EPRA" and "GPR 250", as well as the FTSE4 Good ethical index and ASPI Eurozone®.
The Company is rated BBB- with a stable outlook by Standard & Poor's rating agency.
www.foncieredesregions.fr
Prospectus available to the public
The French Prospectus, composed of the Company's reference document (the "Reference Document") filed with the AMF on March 18, 2013 under number D.13-0168, its update on November 12, 2013 under number D.13-0168-A01, a note d'opération and a summary (résumé) received visa n°13-599 dated November 12, 2013.
Copies of this Prospectus are available free of charge at Foncière des Régions (18, avenue François Mitterrand, 57000 Metz, France) and may be accessed on the Company's website (www.foncieredesregions.fr) and the AMF's website (www.amf-france.org).
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. FONCIÈRE DES RÉGIONS 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.
Investors are invited to consider carefully all of the risk factors described in pages 70 to 75 and 229 to 232 of the Reference Document, updated in chapter 4 of the update to the Reference Document, as well in section 2 of the note d'opération.
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. FONCIÈRE DES RÉGIONS 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.
Main Terms of the Bonds
| Securities | |||
|---|---|---|---|
| Description Securities |
Bonds convertible into and/or exchangeable for new and/or existing shares (ORNANE) of (the "Bonds"). "Bondholders" means the holders of the Bonds. |
||
| ISIN Code FR0011629344. | |||
| Currency | Euro ("€"). | ||
| Rights attached to the Bonds / Ranking / |
Rights attached to the Bonds | ||
| Negative Pedge | The Bonds are interest-bearing securities that give right to the Bondholder in case of the exercise of the Conversion Right (a) in limited circumstances from 20 November 2013 (inclusive) to 31 March 2017 (inclusive) and (b) at any time from 1 April 2017 (inclusive) until the eighteenth trading day (exclusive) before 1 April 2019 to obtain, at the discretion of the Company: |
||
| 1 – either: |
|||
| (a) an amount in cash; or |
|||
| (b) an amount in cash and an amount payable in new and/or existing shares; or |
|||
| 2 – only new and/or existing shares. |
|||
| Applicable law | |||
| French law. | |||
| Ranking | |||
| Direct, unconditional, unsubordinated and unsecured obligations of the Company. | |||
| Negative pledge |
| Solely in the case of security interests granted by the Company to holders of other bonds or other marketable debt securities issued or guaranteed by the Company. |
||
|---|---|---|
| Rights attached to the Bonds / Nominal rates / Interest |
The Bonds will bear interest at an annual nominal rate of 0.875% payable semi-annually in arrears on 1 April and 1 October of each year (each such date, an "Interest Payment Date") (or, if that date is not a business day, the next following business day). |
|
| By way of exception, the interest will be calculated prorata temporis for the period from 20 November 2013 to 31 March 2014 (inclusive). |
||
| Rights attached to the | Issue date, rights entitlement date and date of settlement-delivery of Bonds | |
| Bonds / Rights entitlement date |
Expected on 20 November 2013 (the "Issue Date"). | |
| Entitlement to rights attached to shares issued or delivered upon exercise of the Conversion Right |
||
| Holders will be entitled to rights attached to the new shares on the first day of the year preceding the year in which they were issued. They will be immediately fungible with existing shares and will be subject to periodic requests for admission to trading on Euronext Paris, on the same trading platform as the existing shares. |
||
| Existing shares carry dividend rights. They will be immediately tradable. | ||
| Rights attached to the | Term | |
| Bonds / Term Maturity Date |
/ 5 years and 132 days. |
|
| Maturity Date | ||
| 1 April 2019 (the "Normal Maturity Date"). | ||
| Rights attached to the | Redemption at maturity | |
| Bonds / Redemption | In full, on 1 April 2019 (or on the following business day if such date is not a business day) by redemption at par. |
|
| Early redemption of the Bonds at the Company's 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 1 May 2017 until the maturity date of the Bonds, subject to a minimum 30 calendar 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 applicable on each such date exceeds 130% of the par value of the Bonds; and |
|---|
| at any time, for all the Bonds outstanding by redemption at par plus accrued interest subject to a minimum 30 calendar days prior notice, if less than 15% of the Bonds issued remain outstanding. |
| Early redemption of the Bonds |
| Possible at par plus accrued interest, in particular in connection with an event of default by the Company. |
| Early redemption at the Bondholders' option in the case of a change of control of the Company |
| Possible at par plus accrued interest. |
| Exercise of Conversion Right |
| (a) Bondholders may exercise their Conversion Right from 20 November 2013 through 31 March 2017 (inclusive) in the following cases only: |
| (i) at any time during a given quarter, if the arithmetic average of the closing trading prices of the Company's shares during a period of 20 consecutive trading days selected from the 40 trading days preceding the final trading day of the preceding quarter, as determined by the calculation agent, is greater than 130% of the Conversion Price (equal to the par value of the Bonds divided by the Conversion Ratio) applicable on the final trading day of the preceding quarter; |
| (ii) in case of early redemption of all of the outstanding Bonds at the option of the Company; |
| (iii) in the event that the Company overrides the negative decision of the general meeting of Bondholders consulted on a change in the form or corporate purpose of the Company (other than changes authorized by |
| the terms and conditions of the Bonds); |
|---|
| (iv) in the case of a planned distribution by the Company of dividends, reserves or premiums, in cash or in kind, for which, in each case, the value per share of the Company is greater than 25% of the arithmetic average of the volume-weighted average trading price of the shares over a period of 20 consecutive trading days; |
| (v) in the case of a public offer with respect to the shares of the Company that could result in a change of control; |
| (vi) in the case of an early redemption following the occurrence of an event of default; and |
| (vii) at any time during a period of 5 trading days following any period of 10 consecutive trading days during which the quotes for the Bonds recorded at the close of daily trading of the Company's shares is, on each trading day, less than 97% of the amount equal to the product of (1) the daily closing price of the Company's shares and (2) the Conversion Ratio. |
| (b) Bondholders will be able to exercise their Conversion Right at any time from 1 April 2017 (inclusive) until the eighteenth trading day (exclusive) preceding 1 April 2019. |
| The "Conversion Ratio" is 1 share for every 1 bond, subject to any future adjustments. |
| Conversion right |
| Bondholders will have the right to receive, in the circumstances described above (the "Conversion Right"), the following, at the option of the Company: |
| - either: |
| (a) if the Conversion Value (as defined below) is lower than the par value of the Bond: an amount in cash equal to the product of (a) the Conversion Value and (b) the number of Bonds for which the Conversion Right has been exercised; or |
| (b) if the Conversion Value is greater than the par value of the Bond: |
| 2 - or (whether the Conversion Value is lower, greater 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. |
|
| Rights attached to the Bonds / Annual gross yield to maturity |
The annual gross yield on the Bonds is 0.875% (in the absence of the exercise of the Conversion Right and in the absence of early redemption or prepayment). |
| Application for | Listing of the Bonds |
| admission to trading on a regulated market |
Application will be made for the Bonds to be listed on Euronext Paris. Admission to trading is expected to occur on 20 November 2013, under ISIN code FR0011629344. |
| No application for admission to trading on another market has been made to date. | |
| Listing of the shares issued or delivered upon exercise of the Conversion Right | |
| The new shares will be subject to applications for admission to trading on Euronext Paris, where appropriate, on a second trading platform until they become fungible with existing shares. Existing shares will be immediately tradable. |
|
| Offer | |
| Purpose of the |
Purpose of the issuance and use of proceeds |
| issuance / Use of proceeds |
The net proceeds of the issuance of the Bonds will be used to refinance the existing debt of the Company for an amount of approximately €170 million. In addition, the Company intends to apply approximately €110 million to repay a portion of its outstanding ORNANE 2011 (as defined below). The remainder will be used to finance the general corporate purposes of the Company. |
| Repurchase and repayment of the ORNANE 2011 | |
| The Company, through the Joint Lead Managers and Joint Bookrunners, by way of reverse book-building independent of the book-building relating to the Bonds, assessed the interest of certain holders of bonds issued on 24 May 2011 redeemable in cash and/or new and/or existing Foncière des Régions shares (the "ORNANE 2011") outside the |
| United States of America in redeeming their ORNANE 2011, within the limit of an amount of approximately €110 million. |
|
|---|---|
| The Company will redeem these ORNANE 2011 off the market on the trading day following the settlement date of the Bonds, or 21 November 2013 (according to the indicative timetable) and subject to the condition precedent of the completion of settlement of the Bonds. |
|
| The redeemed ORNANE 2011 will be cancelled pursuant to their terms and conditions of the indenture and in accordance with the law. |
|
| As of the date hereof, the number of outstanding ORNANE 2011 amounts to 6,405,777. | |
| Terms and conditions | Issue size and gross proceeds |
| of the offer | Approximately €345 million after full exercise of the extension option. |
| Number of Bonds | |
| 4,071,757 offered Bonds, corresponding to a total nominal amount of €344,999,970.61. | |
| Nominal value of each Bond | |
| The nominal value of the Bonds is €84.73, representing a premium of 32.5% over the volume-weighted average trading price of Foncière des Régions shares on the regulated market of NYSE Euronext in Paris ("Euronext Paris") from the beginning of trading on 12 November 2013 until such time as the pricing terms of the Bonds have been determined. |
|
| Preferential subscription right - Priority subscription period | |
| The shareholders have waived their preferential subscription rights. There is no priority subscription period. |
|
| Private placement | |
| In France and outside France, on 12 November 2013, pursuant to a book-building process and excluding notably the United States of America, Canada, Japan and Australia and in accordance with the laws in effect in those jurisdictions in which the Bonds have been placed (the "Private Placement"). |
|
| Public offer |
| In France, from 13 November 2013 to 15 November 2013 (inclusive) (the "Public Offer"). |
|---|
| Intention of the principal shareholders |
| Delfin informed the Company that it does not intend to subscribe to the issue of the Bonds and that it reserves the possibility to offer to sell part of its ORNANE 2011 in the repurchase procedure by way of a reverse bookbuilding contemplated by the Company. |
| To the knowledge of the Company, no other main shareholder has the intention to subscribe for Bonds in this offering. |
| Issue price of the Bonds |
| At par, ie €84.73 per Bond, payable in full on the settlement and delivery date of the Bonds. |
| Clearing |
| Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (Luxembourg). |
| Financial intermediary for servicing of Bonds |
| BNP Paribas Securities Services. |
| Joint Lead Managers and Joint Bookrunners |
| Crédit Agricole Corporate and Investment Bank |
| HSBC France |
| Merrill Lynch International |
| Natixis |
| Underwriting |
| Underwriting of the issue by Crédit Agricole Corporate and Investment Bank, HSBC France, Merrill Lynch International and Natixis (the "Underwriters") pursuant to an underwriting agreement to be entered into immediately after delivery by the AMF of the visa on the prospectus. This contract is subject to customary provisions relating to termination by the Underwriters in connection with the occurrence of certain major |
| events. | ||
|---|---|---|
| Abstention commitment of the Company | ||
| From the date the underwriting agreement is signed until the end of a period of 90 calendar days following the day of settlement and delivery of the Bonds, or until 18 February 2014 (included). |
||
| Summary indicative timetable | ||
| 12 November 2013 |
Publication by the Company of a press release announcing the indicative terms of the issuance of the Bonds as well as the launch and the proposed terms of the ORNANE 2011 repurchase. |
|
| Commencement of book-building for the Private Placement. | ||
| Commencement of reverse book-building for the repurchase of the ORNANE 2011. |
||
| End of book-building for the Private Placement. | ||
| End of reverse book-building for the repurchase of the ORNANE 2011. | ||
| Determination of the number of ORNANE 2011 to be repurchased. | ||
| Determination of the definitive terms and conditions of the Bonds. | ||
| Publication by the Company of a press release announcing the definitive terms and conditions of the Bonds |
||
| Publication by the Company of a press release announcing the number of ORNANE 2011 to be repurchased. |
||
| AMF visa on the prospectus. | ||
| Publication by the Company of a press release announcing the delivery of the visa on the prospectus by the AMF and the means of accessing the prospectus. |
||
| Execution of the underwriting agreement by the Company and the Underwriters. |
||
| 13 November 2013 |
Publication by NYSE Euronext of a notice relating to the issue of the Bonds. |
| Commencement of the Public Subscription Period. | |
|---|---|
| 15 November 2013 |
Closing of the Public Subscription Period (5.00 pm). |
| 18 November 2013 |
Publication by NYSE Euronext of a notice relating to the admission to trading of the Bonds. |
| 20 November 2013 |
Settlement and delivery of the Bonds. |
| Admission to trading of the Bonds on Euronext Paris. | |
| 21 November 2013 |
Settlement and delivery of the ORNANE 2011 repurchases. |
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. FONCIÈRE DES RÉGIONS 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
This press release may not be distributed directly or indirectly in the United States of America, the United Kingdom, Canada, Australia or Japan.
No communication or information relating to the issuance by Foncière des Régions. ("FdR") of net share settled bonds convertible into new shares and/or exchangeable for existing shares (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 FdR assumes no 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 the Prospectus Directive (as defined hereinafter).
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.
In France, the sale and purchase of the Bonds will be made by way of private placement to qualified investors in accordance with Article L. 411- 2 II of the French Code monétaire et financier and an offer open to the public in France after the Autorité des marchés financiers has granted its visa on the prospectus relating to the issuance and admission of the Bonds on the regulated market of NYSE Euronext in Paris.
European Economic Area
With respect to each Member State of the European Economic Area other than France which has implemented the Prospectus Directive (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Bonds requiring a publication of a prospectus in any Member State. As a result, Bonds may only be offered in Member States:
- (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or
- (b) at any time 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) subject to obtaining the prior consent of the Underwriters nominated by the Issuer for any such offer; or
- (c ) in any other circumstances falling within article 3(2) of the Prospectus Directive.
For purposes of this paragraph, the expression an "offer to the public of Bonds" in any Member State having transposed the Prospectus Directive means the communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offer and the Bonds to be offered to enable an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and 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 each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
United Kingdom
This press release is not being released and has not been approved by an authorized person falling within Article 21(1) of the Financial Services and Markets Act 2000. This press release is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) persons falling within Article 49(2)(a) to (d) (high net worth entities, non incorporated associations, etc.) of the Order (all such persons together being referred to in (i) and (ii) as "Relevant Persons"). The Bonds and, if applicable, the shares of FdR to be allocated upon exercise of the conversion right (the "Securities") are only directed only at Relevant Persons and no invitation, offer or any agreements to subscribe, purchase or otherwise acquire the Securities may be proposed or made other than to Relevant Persons. Any person that is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release does not constitute a prospectus approved by the Financial Conduct Services Authority or by any other regulatory authority in the United Kingdom pursuant to section 85 of the Financial Services and Markets Act 2000.
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. FONCIÈRE DES RÉGIONS 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.
United States
This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies, any State of the United States and the district of Columbia). This press release does not constitute any offer or solicitation to purchase for securities in the United States. The securities mentioned herein 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, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. The Bonds will be offered or sold only outside of the United States in offshore transactions in accordance with Regulation S of the Securities Act. FdR does not intend to register any portion of the proposed offering in the United States and no public offering will be made in the United States.
Canada, Australia and Japan
The Bonds 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. The information contained in this press release does not constitute an offer of securities for sale in Canada, Australia or Japan.