SAFRAN (EPA:SAF) - Safran launches an offering of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due 15 May 2027 of approximately €800 million

Transparency directive : regulatory news

12/05/2020 08:00

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE
PROHIBITED BY APPLICABLE LAW

PRESS RELEASE

This press release does not constitute or form a part of an offer of or
solicitation to purchase or subscribe 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 US Securities Act of 1933, as amended (the "Securities
Act"). The securities mentioned herein have not been, and will not be,
registered under the Securities Act 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. The Bonds
(as defined below) 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. Safran 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. Neither this press release nor anything contained
herein shall form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction.

The Bonds will only be offered or sold to qualified investors within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament
and of the Council of 14 June 2017 (the "Prospectus Regulation"). The Bonds may
not be offered or sold or otherwise made available to retail investors (as
defined below). No key information document under regulation 1286/2014 (as
amended, the "PRIIPs Regulation") has been and will be prepared.

This press release is an advertisement and not a prospectus within the meaning
of the Prospectus Regulation.

Safran launches an offering of bonds convertible into new shares and/or
exchangeable for existing shares (OCEANEs) due 15 May 2027 of approximately
EUR800 million

Paris, 12 May 2020

Safran (the "Company") announces today the launch of an offering of bonds
convertible into new shares and/or exchangeable for existing shares (OCEANEs)
due 15 May 2027 (the "Bonds") of a nominal amount of approximately EUR800
million to qualified investors only within the meaning of the Prospectus
Regulation (the "Offering").

The net proceeds of the Offering will be used for general corporate purposes.

The Bonds will be issued at par and will bear interest at an annual rate
comprised between 0.375% and 0.875%, payable annually in arrears on 15 May of
each year, starting on 15 May 2021.

The nominal unit value of the Bonds will be set at a premium between 40% and
45% above the reference price of Safran's ordinary shares(1) (the "Shares") on
the regulated market of Euronext Paris.

The final terms and conditions of the Bonds are expected to be determined today
and settlement is expected to take place on 15 May 2020 (the "Issue Date").

Unless previously converted or exchanged, redeemed or repurchased and
cancelled, the Bonds will be redeemed at par on 15 May 2027 (or on the
following business day if this date is not a business day).

The Bonds may be redeemed prior to maturity at the discretion of the Company,
under certain conditions, and at the discretion of bondholders in case of
Change of Control (as defined in the terms and conditions of the Bonds).

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

This Offering is managed by BNP Paribas and Crédit Agricole Corporate and
Investment Bank acting as joint global coordinators and joint bookrunners (the
"Joint Global Coordinators") and HSBC, Natixis and Société Générale, as
joint bookrunners (together with the Joint Global Coordinators, the "Joint
Bookrunners") in relation to the Offering.

BNP Paribas will be in charge of the settlement of the Offering, BNP Paribas
Securities Services will be the Centralising Agent (as defined in the terms and
conditions of the Bonds) and Aether Financial Services will be the Calculation
Agent (as defined in the terms and conditions of the Bonds).

Intention of the French State

The French State, who currently holds 11.23% of the Company's share capital,
has informed the Company of its intention to place a subscription order in the
Offering in the same proportion as its shareholding in the Company.

Conversion Right

Bondholders may exercise their conversion right (the "Conversion Right") at any
time from the Issue Date until the 7th trading day (excluded) preceding the
maturity date or the early redemption date.

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

Upon exercise of their Conversion 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.

(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.

Lock-up

In the context of the Offering, the Company will agree to a lock-up undertaking
of 90 calendar days as of the Issue Date, subject to certain customary
exceptions or waiver by the Joint Global Coordinators.

Legal Framework of the Issue and Placement

The Bonds will be offered to qualified investors only within the meaning of
Article 2(e) of the Prospectus Regulation and as per the 19th resolution
approved by the Company's extraordinary general meeting held on 23 May 2019, in
France, in the European Economic Area (EEA) and outside the EEA (excluding in
particular the United States of America, South Africa, Canada, Australia or
Japan and any other jurisdiction where a registration process or an approval
would be required by applicable laws and regulations).

Other financing transaction contemplated by the Company

The Company is also considering, subject to market conditions, a benchmark size
offering in the coming weeks on the US private placement market.

Available Information

The Offering and the admission to trading on Euronext AccessTM is 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 and risk
factors it faces are described in the Company's universal registration document
filed with the AMF on 31 March 2020 under number D. 20-0224, in the detailed
slideshow presented on the occasion of its first quarter 2020 revenue
publication, press releases and regulated information about the Company, the
whole being available on the Company's website (http://www.safran-group.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, South Africa or
Japan or in any jurisdiction to whom or in which such offer is unlawful, and
the Offering of the Bonds is an offer to qualified investors only 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 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 Safran 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 the Prospectus Regulation.

The Bonds will only be 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, South Africa 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 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

The Bonds have only been and will only be offered or sold or caused to be
offered or sold, directly or indirectly, in France to qualified investors
within the meaning of Article 2(e) of the Prospectus Regulation. 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.

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. Safran 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, South Africa 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, South Africa or Japan. The
information contained in this press release does not constitute an offer of
securities for sale in Australia, Canada, South Africa or Japan.

The distribution of this press release in certain countries may constitute a
breach of applicable law. The Joint Bookrunners are acting exclusively on
behalf of Safran and no-one else in connection with the Offering. They will not
regard any other person as their respective client in relation to the Offering
and will not be responsible to anyone other than Safran for providing the same
protections as to any of their clients or to provide advice in connection with
the offering, the Bonds, the contents of this press release or any other
transaction, arrangement or other matter described in this press release. In
connection with the Offering, the Joint Bookrunners and any of their respective
affiliates, may take up a portion of the Bonds as a principal position and in
that capacity may subscribe for, acquire, retain, purchase, sell, offer, offer
to sell or negotiate for their own account such Bonds and other securities of
Safran or related investments in connection with the Offering, the Bonds,
Safran or otherwise.
Accordingly, references to securities issued, offered, subscribed, acquired,
placed or dealt should be read as including any issue, offer, subscription,
acquisition, placement, dealing or negotiation made by the Joint Bookrunners
and any of their affiliates acting as investors for their own account. The
Joint Bookrunners do not intend to disclose the extent of any such above
mentioned investments or transactions otherwise than in accordance with any
applicable legal or regulatory requirements.
None of the Joint Bookrunners or any of their respective affiliates accept any
responsibility whatsoever which could result from the use of this press release
with respect to its inaccuracy or completeness.

MIFID II PRODUCT GOVERNANCE / RETAIL INVESTORS, 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, eligible counterparties and
professional clients, each as defined in MiFID II; and (ii) all channels for
distribution of the Bonds to retail investors, 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, the
manufacturers have decided that the Bonds will be offered, as part of the
initial offering, only to eligible counterparties and professional clients.

Safran is an international high-technology group, operating in the aircraft
propulsion and equipment, space and defense markets. Safran has a global
presence, with more than 95,000 employees and sales of 24.6 billion euros in
2019. Working alone or in partnership, Safran holds world or European
leadership positions in its core markets. Safran undertakes Research &
Development programs to meet fast-changing market requirements, with total R&D
expenditures of around 1.7 billion euros in 2019.
Safran is listed on the Euronext Paris stock exchange and is part of the CAC 40
and Euro Stoxx 50 indices.

For more information: www.safran-group.com / Follow @Safran on Twitter

Press
Catherine MALEK: catherine.malek@safrangroup.com / +33 1 40 60 80 28

Investor Relations
Cécilia Matissart: cecilia.matissart@safrangroup.com / +33 1 40 60 82 46
Jean-François Juéry: jean-françois.juery@safrangroup.com / + 33 1 40 60 27 26

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10/04/2024 18:34

SAFRAN (EPA:SAF) - Safran launches an offering of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due 15 May 2027 of approximately €800 million

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