Morpho, a subsidiary of Safran, divests part of its stake in Ingenico
Paris, le 14 mars 2013 Morpho, a 100% subsidiary of Safran, which currently holds approximately 22.8% of the share capital of Compagnie Industrielle et Financière d'Ingénierie – Ingenico (Ingenico), i.e. 11,948,563 shares, has launched, today, the process to divest part of its stake. This transaction relates to 6,600,000 Ingenico shares (the Shares), representing approximately 12.57% of the share capital of Ingenico. The transaction will take the form of a private placement to institutional investors in France and abroad, through an accelerated book building process (the Sale). As a result of the Sale, the Safran group will hold 5,348,563 Ingenico shares, representing approximately 10.2% of the share capital and 17% of the voting rights of Ingenico. Morpho has undertaken towards the banks managing the placement not to sell this residual stake for a period of 90 calendar days, subject to certain exceptions. The placement is managed by HSBC and Crédit Agricole CIB as joint lead-managers of the placement and joint book-runners.
This announcement does not, and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer in any jurisdiction, including France.
This press release is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) persons falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to purchase such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This press release is directed solely (i) to qualified investors (investisseurs qualifiés) or a limited group of investors (cercle restraint d'investisseurs) acting on their own behalf in accordance with Articles L. 411-2, D. 411-1 and D. 411-4, D. 734-1, D. 744-1, D. 754-1 and D. 764-1of the French Monetary and Financial Code (Code monétaire et financier) and with Article 212-30 of the General Regulations of the French Autorité des marchés financiers (Règlement général de l'AMF), or (ii) to financial services investment providers authorized to provide portfolio management investment services on behalf of third parties as this service is defined in Article D.321-1 of the French Monetary and Financial Code (Code monétaire et financier) or (iii) for the purposes of a transaction which, in accordance with Article L. 411-2-I – 1°, 2° or 3° of the French Monetary and Financial Code (Code monétaire et financer) and Article 211-1 of the General Regulations of the French Autorité des marchés financiers (Règlement général de l'AMF), does not constitute an offer to the public.
United States of America
This press release may not be published, distributed or transmitted in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act). They may not be offered or sold in the United States, absent registration or pursuant to an exemption from the registration requirements of the Securities Act. The offering will not be registered under the Securities Act.
United States of America, Canada, Australia, Japan
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