Publication of a securities note supplement to the prospectus which received Visa No. 18-460 from the AMF on September 28, 2018
Charenton-le-Pont, France (October 24, 2018 – 8:00 a.m.) – EssilorLuxottica announces that, yesterday, on October 23, 2018, the Autorité des marchés financiers (the “AMF”) affixed visa No. 18-494 to the securities note supplement (the “Securities Note Supplement”) to the prospectus which received visa No. 18-460 from the AMF on September 28, 2018 (the “Prospectus”), in connection with:
(i) the share capital increase without preferential subscription rights through the issuance of 139,703,301 new ordinary shares of EssilorLuxottica as consideration for the Luxottica shares contributed by Delfin to EssilorLuxottica (the “New Shares Issued as Consideration for the Contribution”) that was completed on October 1, 2018;
(ii) the share capital increase without preferential subscription rights through the issuance of up to 81,316,189 new ordinary shares of EssilorLuxottica as consideration for Luxottica shares tendered into the mandatory public exchange offer, subject to Italian law, to be initiated by EssilorLuxottica for all outstanding shares of Luxottica, together with a concurrent private placement in the United States of America addressed to “qualified institutional buyers”, as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in transactions exempt from the registration requirements of the Securities Act (such shares collectively, the “New Shares Issued as Consideration for the Exchange Offer”, together with the New Shares Issued as Consideration for the Contribution, the “New Shares”);
(iii) the public offering of the New Shares Issued as Consideration for the Exchange Offer; and
(iv) the admission to listing and trading on the regulated market of Euronext of up to 221,019,490 New Shares, it being specified that the New Shares Issued as Consideration for the Contribution were admitted to listing and trading on October 2, 2018.
The Securities Note Supplement includes (i) the press release relating to the sales of EssilorLuxottica for the 2018 third quarter (Essilor International perimeter) and (ii) the press release relating to the sales of Luxottica for the 2018 third quarter.
The Securities Note Supplement supplements the Prospectus and shall be read and interpreted in conjunction with it.
The Prospectus is composed of:
- the registration document of Essilor filed with the AMF on March 27, 2018 under no. D.18-0193 (the “2017 Registration Document”);
- an update to the 2017 Registration Document filed with the AMF on September 28, 2018 under number D.18-0193-A01;
- the securities note approved by the AMF on September 28, 2018 under visa No. 18-460 (the “Securities Note”); and
- the summary of the Prospectus (included in the Securities Note); and
- the Securities Note Supplement dated October 23, 2018 which received visa No. 18-494 from the AMF, which includes the supplement to the summary of the Prospectus.
For the purpose of the public offering to be carried out by EssilorLuxottica in connection with the Italian exchange offer, the Securities Note Supplement will be “passported” to Italy pursuant to article 18 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, it being specified that the Prospectus (without the Securities Note Supplement) was already “passported” to Italy on October 1, 2018. The Italian exchange offer document will incorporate by reference parts of the Prospectus.
The New Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged, delivered or otherwise transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The New Shares Issued as Consideration for the Exchange Offer are being offered (a) in the United States by the Company only to certain “qualified institutional buyers”, or “QIBs”, as defined in Rule 144A under the Securities Act, in reliance on the exemption from registration provided for private placements by Section 4(a)(2) under the Securities Act and (b) outside the United States only in reliance on Regulation S in “offshore transactions” as defined in, and in accordance with, Regulation S.
The information to be disclosed pursuant to the applicable regulations relating to the mandatory exchange offer launched by EssilorLuxottica in Italy for all of the outstanding shares of Luxottica will be included in the Italian exchange offer document that was filed with CONSOB on October 11, 2018, which will be then, after the approval by CONSOB scheduled by October 26, 2018 (according to the indicative timetable presented in the Securities Note), published and made available to the public on EssilorLuxottica’s website (www.essilor-luxottica.com) and on Luxottica’s website (www.luxottica.com).
Copies of the Prospectus can be obtained free of charge from the registered office of EssilorLuxottica (147, rue de Paris – 94220 Charenton-le-Pont, France) and on the websites of EssilorLuxottica (www.essilor-luxottica.com) and of the AMF (www.amf-france.org).
EssilorLuxottica draws the public’s attention to the risks factors included in the Prospectus.
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This press release does not constitute or form a part of any offer to sell or exchange or the solicitation of an offer to buy or exchange any securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or are exempt from registration. The securities that are being offered in the transaction referred to herein have not been and will not be registered under the U.S. Securities Act and neither the Offeror nor the Issuer intend to make a public offering of any such securities in the United States.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Art. 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Art. 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities which are referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities 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.