Safran announces the early redemption of its outstanding bonds convertible into new shares and or exchangeable for existing shares (OCEANEs) due 21 June 2023 issued in June 2018.
This press release does not constitute a solicitation to purchase or an offer of the 2023 OCEANEs (as defined below) or the shares of Safran (together, the “Securities”) in the United States of America (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)). The Securities may not be offered or sold in the United States of America or to, or for the account or benefit of, U.S. Persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state laws. Safran does not intend to register any portion of any offering relating to the 2023 OCEANEs (as defined below) in the United States of America or to conduct a public offering of the Securities in the United States of America.
Paris, 17 June 2021
Safran (the “Company”) announces today that, following the offer dated 8 June 2021 to repurchase its bonds convertible into new shares and or exchangeable for existing shares due 21 June 2023 (ISIN FR0013344033) (the “2023 OCEANEs”) and the settlement of such repurchase on 15 June 2021, the total number of outstanding 2023 OCEANEs represents less than 15% of the number of 2023 OCEANEs originally issued.
Consequently, the Company informs the holders of outstanding 2023 OCEANEs that it will proceed with the early redemption of such 2023 OCEANEs in accordance with section 9.3.2 of the 2023 OCEANEs terms and conditions (the “Terms and Conditions”) for the purposes of their cancellation in accordance with applicable laws.
The date of early redemption of the 2023 OCEANEs will be 19 July 2021 (the “Early Redemption Date”) and the 2023 OCEANEs will be redeemed at par, i.e. €140.10 per 2023 OCEANE.
Pursuant to section 9.3.3 of the Terms and Conditions, holders of 2023 OCEANEs have the ability to exercise their right to the allocation of shares of the Company (the “Conversion Right”) until the seventh trading day (exclusive) preceding the Early Redemption Date.
Any holder of 2023 OCEANEs that will not have validly exercised his or her Conversion Right prior to this date will be redeemed in the conditions set out above.
It is recalled that in order to exercise their Conversion Right, holders of 2023 OCEANEs must make a request to the financial intermediary holding their 2023 OCEANEs in a securities account. Any such request to exercise their Conversion Right is irrevocable once received by the relevant financial intermediary. CACEIS Corporate Trust (the “Centralising Agent”) will provide and ensure centralisation of the requests.
The date of the request will correspond to the business day on which both paragraphs (A) and (B) below have been satisfied, if satisfied at or prior to 5:00 p.m. (Paris time), or the following business day if satisfied after 5:00 p.m. (Paris time) (the “Date of the Request”):
- (A) the Centralising Agent has received the exercise request transmitted by the financial intermediary in the books of which the 2023 OCEANEs are held in a securities account; and
- (B) the 2023 OCEANEs has been transferred to the Centralising Agent by the relevant financial intermediary.
Any request for the exercise of the Conversion Right sent to the Centralising Agent, in its capacity as centralising agent, will be effective as of the first trading day following the Date of the Request (such date being the “Exercise Date”). All requests for the exercise of the Conversion Right must be received by the Centralising Agent (and the 2023 OCEANEs must have been transferred to the Centralising Agent) no later than the seventh trading day (exclusive) preceding the Early Redemption Date.
The holders of 2023 OCEANEs will receive delivery of new and/or existing shares of the Company no later than the seventh trading day following the Exercise Date.
For more information, holders of 2023 OCEANEs are invited to consult the Terms and Conditions.
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 it would be unlawful to do so. 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 2023 OCEANEs 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 offering or purchase of the 2023 OCEANEs may be subject to legal and regulatory restrictions in certain jurisdictions; Safran assumes no liability in connection with the breach by any person of such restrictions.
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 79,000 employees and sales of 16.5 billion euros in 2020 and holds, alone or in partnership, world or regional 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.