ACCOR (EPA:AC) - Accor announces the success of its issuance of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due December 7, 2027 for a nominal amount of approximately €500 million

Transparency directive : regulatory news

30/11/2020 17:26

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OF AMERICA OR TO U.S. PERSONS, OR IN AUSTRALIA, CANADA OR JAPAN
OR ANY OTHER JURISDICTION IN WHICH OFFERS, OR SALES OF THE SECURITIES WOULD BE
PROHIBITED BY APPLICABLE LAW

Press release
NOVEMBER 30, 2020

   Accor announces the success of its issuance of bonds convertible into new
shares and/or exchangeable for existing shares (OCEANEs) due December 7, 2027
             for a nominal amount of approximately EUR500 million

Accor (the "Company") announces today the success of its issuance of bonds
convertible into new shares and/or exchangeable for existing shares (OCEANEs)
due December 7, 2027 (the "Bonds") by way of a placement to qualified investors
only within the meaning of Regulation (EU) 2017/1129 (the "Prospectus
Regulation") in accordance with Article L. 411-2-1° of the French Code
monétaire et financier for a nominal amount of EUR499,999,954.68 (the
"Issuance").

The net proceeds of the Issuance will be used by the Company for general
corporate purposes including but not limited to the refinancing of the senior
bond maturing in February 2021, of which EUR550 million remain outstanding.

The nominal unit value of the Bonds has been set at EUR48.12, corresponding to
a premium of 65% above the reference price of Accor's ordinary shares(1) (the
"Shares") on the regulated market of Euronext in Paris ("Euronext Paris").

The Bonds will be issued at par and will bear interest at a rate of 0.70% from
the Issue date (as such term is defined below), payable annually in arrears on
December 7 of each year (or on the following business day if any of such dates
is not a business day), and for the first time on December 7, 2021.

The settlement-delivery is expected to take place on December 7, 2020 (the
"Issue Date").

Unless previously converted or exchanged, redeemed or repurchased and
cancelled, the Bonds will be redeemed at par on December 7, 2027 (or on the
following business day if this date is not a business day) (the "Maturity
Date").

The Bonds may be redeemed prior to maturity at the option of the Company and at
the option of bondholders under certain conditions.

In particular, the Bonds may be fully redeemed earlier at par plus accrued
interest, at the Company's option at any time from December 28, 2025 until the
Maturity Date, subject to a minimum of 30 (but not more than 60) calendar days
prior notice, if the arithmetic average, calculated over a period of 20
consecutive trading days chosen by the Company from among the 40 consecutive
trading days preceding the publication of the early redemption notice, of the
products of the volume weighted average price of the Company's Shares on
Euronext Paris on each trading day of the considered period and the applicable
conversion/exchange ratio on each such trading day exceeds 140% of the nominal
value of the Bonds.

(1) The reference Share price is equal to the volume-weighted average price of
the Shares recorded on the regulated market of Euronext Paris between the
opening of trading today until the determination of the final terms and
conditions of the Bonds, i.e. EUR29.1641.

Upon a Change of Control of the Company or a Delisting of the Shares of the
Company (as these terms are defined in the terms and conditions of the Bonds),
all bondholders will have an option to request the early redemption before the
Maturity Date of the Bonds at their nominal amount plus accrued but unpaid
interests.

An application will be made for the admission of the Bonds to trading on the
non- regulated open market of Euronext in Paris (Euronext Access(tm)). Such
admission to trading is expected to occur no later than one month after the
Issue Date.

This Issuance was managed by BNP Paribas, Crédit Agricole Corporate and
Investment Bank, Natixis and Société Générale acting as Joint Global
Coordinators and Joint Bookrunners (the "Joint Global Coordinators") and
Barclays Bank Ireland PLC, BofA Securities Europe S.A. and Crédit Industriel
et Commercial S.A., as Joint Bookrunners (together with the Joint Global
Coordinators, the "Joint Bookrunners").

Conversion Right

Bondholders will be granted the right to convert or exchange the Bonds into new
and/or existing Shares of the Company (the "Conversion Right") which they may
exercise at any time from the day (inclusive) following the 40th day after the
Issue Date and until the 7th business day (inclusive) preceding the Maturity
Date or the relevant early redemption date.

The initial conversion ratio is set at one Share per Bond subject to standard
subsequent adjustments (as set out in the terms and conditions of the Bonds).

Upon exercise of their Conversion/Exchange Right, bondholders will receive at
the option of the Company new and/or existing shares of the Company. The new
and/or existing Shares then delivered shall carry current dividend rights.

Dilution

As a result of the Issuance for a principal amount of EUR499,999,954.68
represented by 10,390,689 Bonds each with a par value of EUR48.12, based on the
initial conversion/exchange ratio, the potential dilution would represent
approximately 3.98% of the Company's outstanding share capital, if the
Conversion Right was exercised for all the Bonds and the Company decided to
only deliver new shares upon exercise of the Conversion Right.

Lock-up undertaking from the Company

In the context of the Issuance, the Company agreed to a lock-up undertaking
with respect to its shares and securities giving access to the share capital
for a period starting from the announcement of the final terms of the Bonds and
ending 90 calendar days after the Issue Date, subject to certain customary
exceptions or waiver by the Joint Global Coordinators.

Legal Framework of the Issue and Placement

The Bonds are being issued by way of a placement to qualified investors only
within the meaning of Article 2(e) of the Prospectus Regulation and as per the
24th resolution approved by the Company's extraordinary general meeting held on
April 30, 2019, in France, in the European Economic Area (EEA) and outside the
EEA (excluding in particular the United States of America, Canada, Australia or
Japan and any other jurisdiction where a registration process or an approval
would be required by applicable laws and regulations).

Available information

The Issuance and the admission to trading on Euronext AccessTM are not subject
to a prospectus approved by the French Financial Market Authority (Autorité
des marchés financiers) (the "AMF"). No key information document the PRIIPs
Regulation has been and will be prepared.

Detailed information on the Company, including its business, results, prospects
and related risk factors are described in the Company's universal registration
document for the financial year ended 31 December 2019 filed with the AMF on
April 9, 2020 under number D. 20-0281 and in the half-year financial report as
at June 30, 2020, which are available, together with all the press releases
(including the press release relating to the third quarter 2020 revenue and the
related analysts' presentation) and other regulated information about the
Company, on the Company's website (https://group.accor.com)

DISCLAIMER

Important Information

This press release may not be published, distributed or released directly or
indirectly in the United States of America, Australia, Canada or Japan or in
any jurisdiction to whom or in which such offer is unlawful, and does not
constitute an offer to investors other than qualified investors within the
meaning of the Prospectus Regulation and is not an offer to retail investors as
such term is defined below. The distribution of this press release may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes, should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

No communication or information relating to the offering 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 in any
country in which such registration or approval would be required. The issuance
or the subscription of the Bonds may be subject to legal and regulatory
restrictions in certain jurisdictions; none of Accor and the Joint Bookrunners
assumes any 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 Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (the "Prospectus Regulation").

The Bonds were only offered to qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation in France, within the EEA and outside
the EEA (excluding in particular the United States of America, Australia,
Canada and Japan and any other jurisdiction where a registration process or an
approval would be required by applicable laws and regulations). This press
release does not constitute a recommendation concerning the issue of the Bonds.
The value of the Bonds and the Shares can decrease as well as increase.
Potential investors should consult a professional adviser as to the suitability
of the Bonds for the person concerned.

Prohibition of sales to European Economic Area and United Kingdom retail
investors

No action has been undertaken or will be undertaken to make available any Bonds
to any retail investor in the European Economic Area and in the United Kingdom.
For the purposes of this provision:

(a) the expression "retail investor" means a person who is one (or more) of the
following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 on insurance
distribution (recast) as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation.
(b) the expression "offer" includes the communication in any form and by any
means of sufficient information on the terms of the offer and the Bonds to be
offered so as to enable an investor to decide to purchase or subscribe the
Bonds.

Consequently, no key information document required by Regulation (EU) N°
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Bonds or otherwise making them available to retail investors in the EEA or in
the United Kingdom has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in the EEA or
in the United Kingdom may be unlawful under the PRIIPs Regulation.

France

This press release is intended only for qualified investors within the meaning
of  Article 2(e) of the Prospectus Regulation. The Bonds have not been and will
not be offered or sold or cause to be offered or sold, directly or indirectly,
to the public in France other than to qualified investors. Any distribution of
any offering material relating to the Bonds have been and will be made in
France only to qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation.

United Kingdom

This press release is addressed and directed only (i) to persons located
outside the United Kingdom, (ii) to investment professionals as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling
within Article 49(2) (a) to (d) of the Order or (iv) to any other person to
whom this press release could be addressed pursuant to applicable law (the
persons mentioned in paragraphs (i), (ii), (iii) and (iv) all deemed relevant
persons ("Relevant Persons")). The Bonds and the new Shares or the existing
Shares of the Company to be delivered upon exercise of the Conversion Right are
intended only for Relevant Persons and any invitation, offer of contract
related to the subscription, tender, or acquisition of the Bonds may be
addressed and/or concluded only with Relevant Persons. All persons other than
Relevant Persons must abstain from using or relying on this document and all
information contained therein.

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 may not be published, distributed or transmitted in the
United States of America (including its territories and dependencies, any State
of the United States of America and the District of Columbia). This press
release does not constitute or form a part of any offer or solicitation to
purchase for securities in the United States of America or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S under the
Securities Act). The securities mentioned herein have not been, and will not
be, registered under the Securities Act, the law of any state of the United
States of America and may not be offered or sold in the United States of
America except pursuant to an exemption from, or a transaction not subject to,
the registration requirements of the Securities Act or the law of the above
states. The Bonds and the Shares of the Company to be issued or granted upon
conversion of the Bonds will be offered or sold only in offshore transactions
outside of the United States of America, in accordance with Regulation S of the
Securities Act. Accor does not intend to register any portion of the proposed
offering in the United States of America and no public offering will be made in
the United States of America.

Australia, Canada and Japan

The Bonds and the new Shares or the existing Shares of the Company to be
delivered upon exercise of the Conversion Right may not and will not be
offered, sold or purchased in Australia, Canada or Japan. The information
contained in this press release does not constitute an offer of securities for
sale in Australia, Canada or Japan.

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

The Joint Bookrunners are acting exclusively for the Company and no-one else in
connection with the Issuance. They will not regard any other person as their
respective clients in relation to the Issuance and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients, nor for providing advice in relation to the Issuance, the
contents of this press release or any transaction, arrangement or other matter
referred to herein.

None of the Joint Bookrunners or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this press release
(or whether any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of this press release or its contents or otherwise arising in
connection therewith.

MIFID II PRODUCT GOVERNANCE / RETAIL INVESTORS IN FRANCE, PROFESSIONAL
INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the
purposes of each manufacturer's product approval process in respect of the
Bonds, the target market assessment in respect of the Bonds, taking into
account the five (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Market Authority (ESMA) on 5 February
2018, the target market assessment in respect of the Bonds has led to the
conclusion that: (i) the target market for the Bonds is retail investors in
France, eligible counterparties and professional clients, each as defined in
MiFID II; and (ii) all channels for distribution of the Bonds to retail
investors in France, eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the
Bonds (a "distributor") should take into consideration the manufacturers'
target market assessment. However, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the
Bonds (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels. For the
avoidance of doubt, even if the target market includes retail investors in
France, the manufacturers have decided that the Bonds will be offered, as part
of the initial offering, only to eligible counterparties and professional
clients.

ABOUT ACCOR

Accor is a world-leading augmented hospitality group offering unique
experiences in 5,000 hotels and residences across 110 destinations. The Group
has been acquiring hospitality expertise for more than 50 years, resulting in
an unrivaled portfolio of brands, from luxury to economy, supported by one of
the most attractive loyalty programs in the world.

Beyond accommodation, Accor enables new ways to live, work, and play, by
blending food and beverage with nightlife, wellbeing, and co-working. It also
offers digital solutions that maximize distribution, optimize hotel operations
and enhance the customer experience.

Accor is deeply committed to sustainable value creation and plays an active
role in giving back to planet and community via its Planet 21 - Acting Here
program and the Accor Solidarity endowment fund, which gives disadvantaged
groups access to employment through professional training.

Accor SA is publicly listed on the Euronext Paris Stock Exchange (ISIN code:
FR0000120404) and on the OTC Market (Ticker: ACRFY) in the United States. For
more information visit a ccor.com, or become a fan and follow us on T witter
and F acebook.

Media Relations

Charlotte Thouvard
Senior Vice President Group External Communications
T. +33 (0)1 45 38 19 14
charlotte.thouvard@accor.com

Line Crieloue
Corporate Executive Director
Group External Communications
T. +33 (0)1 45 38 18 11
line.crieloue@accor.com

Investor and Analyst Relations

Sébastien Valentin
Chief Communications Officer
T. +33 (0)1 45 38 86 25
sebastien.valentin@accor.com

Pierre-Loup Etienne
Vice President Investor Relations
T. +33 (0)1 45 38 47 76
pierre-loup.etienne@accor.com

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05/04/2024 17:45

ACCOR (EPA:AC) - Accor announces the success of its issuance of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due December 7, 2027 for a nominal amount of approximately €500 million

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