NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH IT IS ILLEGAL TO DO SO
Paris, France – June 10, 2021
Derichebourg SA (“Derichebourg“) announces today that it has succeeded in fixing the price of its offer (the”Offer“) of € 300,000,000 in total principal of senior green notes maturing in 2028 (the”Remarks“). The Notes will bear interest at a rate of 2.25% per year and will be issued at 100% of their face value. The Notes are the first green bond issue under Derichebourg’s new green bond framework and have been largely oversubscribed.
Derichebourg intends to use the gross proceeds of the Offer, together with the available cash, to pay the purchase price of the previously announced acquisition (the “Acquisition“) by its subsidiary Derichebourg Environnement of 100% of the capital of Groupe Ecore Holding SAS (jointly with its subsidiaries,”Ecore»), To repay part of Ecore’s unpaid debt and to pay related costs and expenses.
Pending completion of the Acquisition, the gross proceeds of the Offering will be deposited in an escrow account for the benefit of the holders of the Notes. The release of escrowed proceeds will be subject to the satisfaction of certain conditions. If the acquisition is not completed on or before a specified emergency stop date or in the event of the occurrence of certain other events, the tickets will be subject to a special mandatory refund at a price equal to 100% of the price. total issue of the Notes, plus accrued and unpaid interest and additional amounts, if any, up to the date of the special mandatory redemption, but excluding.
The issuance and settlement of the Bonds is expected to take place on June 24, 2021, subject to customary conditions.
Caution
The Securities will be offered only to qualified institutional buyers in accordance with Rule 144A and outside the United States in accordance with Regulation S under the US Securities Act of 1933, as amended (the “Securities Act»), Subject to the market in force and other conditions. There can be no assurance that the Offer will be completed or, if completed, as to how it will be completed. The Notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or pursuant to a applicable exemption from the registration requirements of the Securities Act and any other applicable securities law. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be illegal.
The Bonds are not intended to be offered, sold or otherwise made available and must not be offered, sold or otherwise made available to a retail investor in the European Economic Area (“EEE“). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in Article 4 (1) (11) of Directive 2014 / 65 / EU (as amended, “MiFID II“); or (ii) a client within the meaning of Directive (EU) 2016/97 (as amended), when this client would not be considered a professional client as defined in point (10) of article 4 , paragraph 1, of MiFID II; or (iii) is not an accredited investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation“).
The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to a retail investor (as defined above) in the United Kingdom. The term ‘retail investor’ in relation to the United Kingdom means a person who is one (or more) of the following: (i) a retail client, as defined in Article 2, point 8 ), of Regulation (EU) No. 2017/565 because it is part of domestic law under the 2018 European Union (Withdrawal) Act (the “EUWA“); (ii) a client within the meaning of the provisions of the Financial Services and Markets Act 2000 and any rule or regulation adopted thereunder to implement Directive (EU) 2016/97, where this client would not be considered a professional client, as defined in point (8) of Article 2 (1) of Regulation (EU) No 600/2014 because it is part of national law by virtue of the EUWA; or (iii) is not an accredited investor within the meaning of Article 2 of Regulation (EU) 2017/1129 as it is part of domestic law under EUWA.
This announcement does not and will not constitute a public offer or an invitation to the public within the framework of an offer within the meaning of the Prospectus Regulation or otherwise. The offer and sale of Securities will be effected in accordance with an exemption under the Prospectus Regulations from the obligation to produce a prospectus for offers of securities.
In the United Kingdom, this announcement is directed only to (i) persons with professional experience in investment matters falling under Section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“), or (ii) high net worth entities falling under section 49 (2) (a) to (d) of the Ordinance, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons being together called “relevant persons.†The Notes are only available for, and any invitation, offer or agreement to subscribe, purchase or acquire such Notes will only be concluded with Relevant Persons.
MiFID II Professionals / ECPs only / No PRIIPs KID – Manufacturer’s target market (governance of MIFID II products) includes only eligible counterparties and professional clients (all distribution channels). No PRIIP Key Information Document (KID) has been prepared as it is not available to retail investors in the EEA.
UK MIFIR Professionals / ECPs only / No UK KID PRIIPS – Manufacturer’s target market (UK MIFIR product governance) includes only eligible counterparties and professional clients (all distribution channels). No UK PRIIP Key Information Document (KID) has been prepared as it is not available to UK retail investors.
Neither the content of the Derichebourg website nor any website accessible by hypertext links on the Derichebourg website is integrated or part of this advertisement. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons in possession of this advertisement must inform themselves and respect these restrictions. Any breach of these restrictions may constitute a violation of the securities laws of such jurisdiction.
Forward-looking statements
This press release may contain forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “believes”, “expects”, “expects”, “intends”, “may”. , “? Or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters which are not historical facts and include statements regarding the intentions, beliefs or current expectations of Derichebourg or its affiliates regarding, among others, the results of operations of Derichebourg or its affiliates, financial condition, liquidity, outlook, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances which may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the actual operating results, financial condition and liquidity of Derichebourg or its affiliates, as well as the development of the industries in which they operate may. differ significantly from those made or suggested. by the forward-looking statements contained in this press release. In addition, even if the operating results, financial condition and liquidity of Derichebourg or its affiliates, as well as the development of the industries in which they operate, comply with the forward-looking statements contained in this press release, these results or developments may not be indicative of results or changes in subsequent periods.
The forward-looking statements and information contained in this announcement are made as of the date hereof and Derichebourg does not undertake to publicly update or revise the forward-looking statements or information, whether as a result of new information, events future or otherwise, except as required by applicable securities laws.
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