EssilorLuxottica: successful Euro 5 billion bond issuance
Charenton-le-Pont, France (November 21, 2019 – 8.00 am) – EssilorLuxottica (rated A2 stable by Moody’s and A stable by S&P) successfully launched yesterday a bond issuance for a total amount of Euro 5 billion with tenors of 3.5 years carrying a coupon of 0% (negative yield of -0.02%) and 5.5, 8 and 12 years, carrying respectively a coupon of 0.1250%, 0.375% and 0.75% (the "Bonds").
The final orderbook amounted to more than Euro 13 billion, attracting high quality institutional investors, which demonstrates the high confidence of investors in EssilorLuxottica’s business model as well as the quality of its credit profile.
This issuance will allow EssilorLuxottica notably to (re)finance a portion of the consideration to be paid in relation to the potential acquisition of GrandVision and certain indebtedness of GrandVision upon consummation of its acquisition, to refinance the existing indebtedness of the group, including its 2019's maturing indebtedness, and to fund the general corporate purposes.
Admission of the bonds to trading on Euronext Paris will be effective on the settlement date, which is expected to take place on November 27, 2019.
Prohibition of sales to European Economic Area 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 ("EEA"). 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, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and
(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 Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
The Bonds have only been and will only be offered or sold or cause to be offered or sold, directly or indirectly to and distribution of any offering material relating to the Bonds have been and will be made in France only to qualified investors (investisseurs qualifiés) pursuant to Regulation (EU) 2017/1129 (the “Prospectus Regulation") and Article L.411-2 1° of the French Code monétaire et financier.
This press release and the information contained herein do not constitute an offer to sell or subscribe, nor a solicitation of an order to purchase or subscribe the notes in any country, in particular in the United States.
The publication, distribution or transmission of this press release may, in certain countries, be subject to legal restrictions. Persons in possession of this press release should inform themselves about and comply with any applicable restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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) to people designated by 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 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. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
United States of America
This press release may not be released, published or distributed in or into the United States of America (as defined in Regulation S under the Securities Act). This press release does not constitute or form a part of an offer of securities for sale or an offer of securities for sale or of any offer or solicitation to purchase securities 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 securities laws.
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. EssilorLuxottica does not intend to register any portion of the offering of the Bonds in the United States and no public offering will be made in the United States.
Australia, Canada and Japan
The Bonds may not and will not be offered, sold or purchased in Australia, Canada or Japan. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada or Japan.