Share Issue/Capital Change • Apr 28, 2009
Share Issue/Capital Change
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Nanterre, April 28, 2009
Visa Nr. 09-109 dated April 27, 2009, granted by the Autorité des marchés financiers (AMF)
Within the framework of its "Challenge 2009" plan, Faurecia launches today a rights issue for an amount of approximately 455 million euros in order to strengthen the Group's equity and improve its liquidity. The proceeds of the rights issue will be allocated to cover the shortfall in consolidated net working capital for an amount of approximately 250 million euros and, for the remaining funds, to improve the Group's liquidity and optimize its financing costs.
The "Challenge 2009" plan includes a 600 million euros cost savings program and the securing of Faurecia's financing. With a view to adjust to the economic downturn of the automotive industry in 2009 and lower its break-even point by at least 15%, Faurecia intends to create a positive leverage when the market recovers and to position itself as a key player in the industry consolidation.
The issue is realized with preferential subscription rights for existing shareholders and is underwritten by the company's main shareholder, Peugeot SA, which has undertaken to subscribe by irrevocable entitlement for up to the total amount of its subscription rights and for any shares that are not either subscribed by irrevocable entitlement or subject to reduction by other investors, in order to ensure that the rights issue will in any case be subscribed up to 450 million euros.
The subscription price for the new shares will be 7 (seven) euros (EUR) per share, on the basis of 8 (eight) new shares for 3 (three) existing shares. The new shares will carry rights from January 1, 2009. Each of Faurecia's shareholders will receive a preferential subscription right for each share held as of the closing of the trading session on April 29, 2009.
Based on Faurecia's closing share price on April 24, 2009, i.e.10.60 euros, the subscription price of 7 euros brings out a 34% discount and the theoretical value of a pre-emptive subscription right amounts to 2.62 euros.
The subscription period for the new shares will run from April 30, 2009 to May 12, 2009 included. During this period, the preferential subscription rights will be listed and traded on Euronext Paris (ISIN code FR0010752618). Shareholders will have the option to subscribe to the new shares in excess of those they are entitled to subscribe to as of right.
The offering will be open to the public in France. Settlement-delivery and commencement of trading in the new shares will take place on May 26, 2009.
Not for distribution, directly or indirectly, in or into the United States of America, Canada, Australia or Japan
The transaction is being led by Société Générale Corporate & Investment Banking, acting as Global Coordinator, Joint Lead Manager and Joint Bookrunner, with BNP Paribas, CALYON and Lazard-NATIXIS, acting as Joint Lead Managers and Joint Bookrunners.
Société Générale Securities Services / Global Issuer Services, BP 81236, 32 rue du Champ-de-Tir, 44312 Nantes Cedex 03.
The terms and conditions for subscribing to the offering will be available on the Company's website: www.faurecia.com
A French prospectus having received visa n° 09-109 from the Autorité des marchés financiers (AMF) on April 27, 2009 is available free of charge at the registered office of Faurecia and on the websites of Faurecia (www.faurecia.com) and the AMF (www.amffrance.org).
The French prospectus is made up of Faurecia's document de référence (registration document), filed with the AMF on April 6, 2009 under Nr. D.09-0200, and a note d'opération (offering circular) including the prospectus summary.
Faurecia draws investors' attention to the risk factors sections contained in the French prospectus which has received the AMF's visa.
Faurecia is one of the world's leading automotive equipment suppliers, specializing in four major activities: seats, vehicle interiors, exterior systems and exhaust systems. In 2008, the Group posted sales of 12.01 billion euros. It has operations in 29 countries at 190 sites and 28 R&D centers. Faurecia is listed on the NYSE Euronext Paris stock exchange. For more information visit: www.faurecia.com
Not for distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan.
The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This press release and the information contained herein in no way represent an offer of securities for sale nor the solicitation of an offer to purchase securities, in the United States or any other country.
Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended or exempt from registration. The shares and preferential subscription rights of Faurecia have not been and will not be registered under the U.S. Securities Act and Faurecia does not intend to make a public offer of its securities in the United States. Copies of this document are not being, and should not be, distributed in or sent into the United States.
The distribution of this press release (which term shall include any form of communication) is restricted pursuant to section 21 (restrictions on financial promotion) of Financial Services and Markets Act 2000 ("FMSA"). In relation to the United Kingdom, this document is only being distributed to, and is directed only at, persons (i) who 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 (the "Order"), (ii) falling within Article 49(2) (a) to (d) of the Order and (iii) to whom it may otherwise lawfully be distributed (all such persons together with Qualified Investors (as defined in Prospectus Directive) being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only in the United Kingdom to relevant persons, and will be engaged in only with such persons. By receiving this document you are deemed warrant to the Company that you fall within the categories of persons described above.
Olivier Le Friec Press Relations Manager Tel. +33 (0)1 72 36 72 58 Cell +33 (0)6 76 87 30 17 [email protected]
Hélène Ducournau-Josselin Press Relations Tel. +33 (0)1 72 36 70 55 Cell +33 (0)6 98 05 35 33 [email protected] Analysts/Investors Bruno de Chiffreville Investor Relations Tel. +33 (0)1 72 36 75 70 Cell +33 (0)6 76 87 30 17 [email protected]
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