Derichebourg Announces Successful Offering of Senior Notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO
Paris, France — June 10, 2021
Derichebourg S.A.
(“Derichebourg”) today announces that it has
successfully priced its offering (the “Offering”)
of €300,000,000 in aggregate principal amount of green senior notes
due 2028 (the “Notes”). The Notes will bear
interest at a rate of 2.25% per annum and will be issued at 100% of
their nominal value. The Notes are the inaugural issuance of green
bonds under Derichebourg’s new green bond framework and were
largely oversubscribed.
Derichebourg intends to use the gross proceeds
from the Offering, together with cash on hand, to pay the purchase
price for the previously announced acquisition (the
“Acquisition”) by its subsidiary Derichebourg
Environnement of 100% of the capital of Groupe Ecore Holding S.A.S.
(together with its subsidiaries, “Ecore”), to
repay certain of Ecore’s outstanding indebtedness and to pay fees
and expenses related thereto.
Pending the completion of the Acquisition, the
gross proceeds from the Offering will be deposited into an escrow
account for the benefit of the holders of the Notes. The release of
the escrowed proceeds will be subject to the satisfaction of
certain conditions. If the Acquisition is not consummated on or
prior to a specified longstop date or upon the occurrence of
certain other events, the Notes will be subject to a special
mandatory redemption at a price equal to 100% of the aggregate
issue price of the Notes, plus accrued and unpaid interest and
additional amounts, if any, to but excluding the date of the
special mandatory redemption.
The issuance and settlement of the Notes are
expected to take place on June 24, 2021, subject to customary
conditions.
Cautionary statement
The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and outside the United
States pursuant to Regulation S under the U.S. Securities Act of
1933, as amended (the “Securities Act”), subject
to prevailing market and other conditions. There is no assurance
that the offering will be completed or, if completed, as to the
terms on which it is 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 unless pursuant to an applicable
exemption from the registration requirements of the Securities Act
and any other applicable securities laws. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy the Notes, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (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 (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 Regulation (EU) 2017/1129 (as
amended, the “Prospectus Regulation”).
The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor (as defined above)
in the United Kingdom. The expression "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 point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 and any
rules or regulations made thereunder to implement Directive (EU)
2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA.
This announcement does not constitute and shall
not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the
meaning of the Prospectus Regulation or otherwise. The offer and
sale of the Notes will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to produce a prospectus
for offers of securities.
In the United Kingdom, this announcement is
directed only at (i) persons having professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”), or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or
(iii) persons to whom it would otherwise be lawful to distribute
them, all such persons together being referred to as “Relevant
Persons.” The Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
Notes will be engaged in only with, Relevant Persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID
– Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS
KID – Manufacturer target market (UK MIFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No UK PRIIPs key information document (KID)
has been prepared as not available to retail investors in the
United Kingdom.
Neither the content of Derichebourg’s website
nor any website accessible by hyperlinks on Derichebourg’s website
is incorporated in, or forms part of, this announcement. The
distribution of this announcement into certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Forward-looking statements
This press release may include forward-looking
statements. These forward- looking statements can be identified by
the use of forward-looking terminology, including the terms
“believes”, ‟estimates”, ‟anticipates”, “expects”, “intends”,
“may”, “will” or “should” or, in each case, their negative, or
other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts and
include statements regarding Derichebourg’s or its affiliates’
intentions, beliefs or current expectations concerning, among other
things, Derichebourg’s or its affiliates’ results of operations,
financial condition, liquidity, prospects, growth, strategies and
the industries in which they operate. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that
Derichebourg’s or its affiliates’ actual results of operations,
financial condition and liquidity, and the development of the
industries in which they operate may differ materially from those
made in or suggested by the forward- looking statements contained
in this press release. In addition, even if Derichebourg’s or its
affiliates’ results of operations, financial condition and
liquidity, and the development of the industries in which they
operate are consistent with the forward-looking statements
contained in this press release, those results or developments may
not be indicative of results or developments in subsequent
periods.
The forward-looking statements and information
contained in this announcement are made as of the date hereof and
Derichebourg undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
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