SAFRAN (EPA:SAF) - Safran launches a tap issue of OCEANEs for a nominal amount of approximately €200 million to be fully fungible with the approximately €800 million OCEANEs issued in May 2020 due 15 May 2027

Transparency directive : regulatory news

06/10/2020 17:42

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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 New
Bonds (as defined below) and the shares of the Company to be issued or granted
upon conversion of the New 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 New 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 New 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 a tap issue of OCEANEs for a nominal amount of approximately
EUR200 million to be fully fungible with the approximately EUR800 million
OCEANEs issued in May 2020 due 15 May 2027

Paris, 6th October 2020

Safran (the "Company") announces today the launch of a tap issue of bonds
convertible into new shares and/or exchangeable for existing shares of the
Company (OCEANEs) due 15 May 2027 (the "New Bonds") of a nominal amount of
approximately EUR200 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 New Bonds are to be issued on the same terms (save for the issue price) as
the approximately EUR800 million bonds convertible into new shares and/or
exchangeable for existing shares of the Company (OCEANEs) issued by Safran on
15th May 2020 (the "Existing Bonds") and, as soon as the settlement date of the
New Bonds, shall be fully fungible with the Existing Bonds and will form a
single series with the Existing Bonds (together, the "Bonds").

The price at which the New Bonds will be offered will be determined following
an accelerated bookbuilding.

The final price is expected to be determined today on 6th October 2020.

The settlement, delivery date and admission to trading on Euronext Access(TM)
(the non-regulated open market of Euronext Paris) of the New Bonds is expected
to take place on 12th October 2020 (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").

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.

Lock-up

In the context of the Offering, the Company will agree to a lock-up undertaking
of 30 calendar days as of the Issue Date, subject to certain customary
exceptions or waiver by the Joint Global Coordinators.

Legal Framework of the Offering

The New 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).

Available Information

The Offering and the admission to trading on Euronext Access(TM) 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, its half-year
financial report as of 30 June 2020, the detailed slideshow dated 30 July 2020
presented on the occasion of its half-year earnings 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 New 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 New Bonds may be subject to legal and regulatory
restrictions in certain jurisdictions; none of Safran and the Joint Global
Coordinators 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 New 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 New Bonds. The value of the New Bonds and the shares of the Company can
decrease as well as increase. Potential investors should consult a professional
adviser as to the suitability of the New 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 New
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 New Bonds to
be offered so as to enable an investor to decide to purchase or subscribe the
New Bonds.

Consequently, no key information document required by the PRIIPs Regulation for
offering or selling the New 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 New 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 New 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 New 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 New 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 New 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 New Bonds and the shares of the Company to be issued or granted
upon conversion of the New 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 New 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 Global Coordinators 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 New 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 Global Coordinators and any of their
respective affiliates, may take up a portion of the New 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 New Bonds
and other securities of Safran or related investments in connection with the
Offering, the New 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 Global
Coordinators and any of their affiliates acting as investors for their own
account. The Joint Global Coordinators 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 Global Coordinators 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 New Bonds, the target
market assessment in respect of the New 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 New Bonds has led to the conclusion that: (i) the
target market for the New Bonds is retail investors, eligible counterparties
and professional clients, each as defined in MiFID II; and (ii) all channels
for distribution of the New Bonds to retail investors, eligible counterparties
and professional clients are appropriate. Any person subsequently offering,
selling or recommending the New 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 New 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 New 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 aviation
(propulsion, equipment and interiors), defense and space markets. Its core
purpose is to contribute to a safer, more sustainable world, where air
transport is more environmentally friendly, comfortable and accessible. Safran
has a global presence, with 84,000 employees and holds, alone or in
partnership, world or European leadership positions in its core markets. Safran
undertakes research and development programs to maintain the environmental
priorities of its R&T and Innovation roadmap.
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
Florent Defretin: florent.defretin@safrangroup.com / + 33 1 40 60 27 30
Aurélie Lefebvre: aurelie.lefebvre@safrangroup.com / +33 1 40 60 82 19
Jean-Baptiste Minato : jean-baptiste.minato@safrangroup.com /+ 33 1 40 60 27 26

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10/04/2024 18:34

SAFRAN (EPA:SAF) - Safran launches a tap issue of OCEANEs for a nominal amount of approximately €200 million to be fully fungible with the approximately €800 million OCEANEs issued in May 2020 due 15 May 2027

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