NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA OR IN
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS, OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY
APPLICABLE LAW.
THIS PRESS RELEASE IS RELEASED FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF
BONDS (AS DEFINED BELOW) DOES NOT CONSTITUTE A PUBLIC OFFER (OTHER
THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION, INCLUDING
FRANCE.
THE BONDS WILL ONLY BE OFFERED TO QUALIFIED
INVESTORS, WHO COMPRISE, FOR THE PURPOSES OF THIS PRESS RELEASE,
PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES
WILL NOT BE OFFERED OR SOLD TO RETAIL INVESTORS. NO KEY INFORMATION
DOCUMENT HAS BEEN OR WILL BE PREPARED PURSUANT TO EU PRIIPS OR UK
PRIIPS REGULATION.
And a concurrent repurchase of the outstanding undated
convertible bonds issued in June 2017 and September 2018 by way of
a reverse bookbuilding process
Regulatory News:
Korian (the “Company") (Paris:KORI), the leading European
Care Services Group for elderly and fragile people, launches today
an offering of unsubordinated, unsecured, undated bonds convertible
into new shares and/or exchangeable for existing shares (the
“Bonds”), without shareholders’ preferential subscription
rights, by way of a public offering to qualified investors only as
defined in article 2 point (e) of Regulation (EU) 2017/1129 in
accordance with Article L. 411-2, 1° of the French Monetary and
Financial Code (Code monétaire et financier), for an initial
nominal amount of approximately € 280 million, which can be
increased by a maximum of € 50 million in case of full exercise of
the increase option, resulting in a maximum total nominal amount of
€ 330 million.
Net proceeds of the offering will be used to finance the
Repurchase (as defined further below) of the outstanding undated
convertible bonds issued in June 2017 and September 2018 (the
“Outstanding Bonds”) as well as for general financing needs
of the Company.
The final terms of the Bonds are expected to be determined today
following the completion of the bookbuilding process and the
settlement and delivery of the Bonds is expected to take place on
September 8th, 2021. Settlement and delivery of the Repurchase is
expected on September 9th, 2021, subject to the condition precedent
of the settlement and delivery of the Bonds.
NEW ISSUE OF UNDATED CONVERTIBLE
BONDS
Main terms of the Bonds
The Bonds will be issued at par and the nominal value per Bond
will be set at a premium between 30.0% and 35.0% above the
Company’s reference share price1.
From the issue date until September 8th, 2026, the Bonds will
bear interest at a nominal annual rate comprised between 1.375% and
1.875%, payable semi-annually in arrear on September 8th and March
8th of each year (or the next working day if any of those dates is
a non-working day) (each, an “Interest Payment Date”), and
for the first time on March 8th, 2022, subject to any interest
payment suspension by the Company (in accordance with the Bonds’
terms and conditions).
In the event of a change of control, the annual rate for the
fixed coupon or the floating rate coupon, as the case may be, will
be increased by 500 basis points.
On any Interest Payment Date, the Company may decide, subject to
certain conditions, to suspend payment of interest in respect of
the Bonds for the relevant interest subject to having notified
bondholders if, during the 12-month period preceding such Interest
Payment Date, no payment of a dividend or interim dividend in
respect of the Korian’s shares has been decided or paid. Any
interest payment that is deferred (a “Deferred Interest”)
will bear interest from the interest payment suspension date at the
interest rate applicable to the Bonds at the relevant period (the
“Additional Interest”). The amount of Additional Interest
will become due and payable in the same manner as Deferred
Interest. The amount of Additional Interest and the Deferred
Interest may be paid in full or in part at any time at the
Company’s option. All Deferred Interest as well as the
corresponding amount of Additional Interest will become payable in
full in specific cases, including if the Company decides the
payment of a dividend or of an interim dividend or upon redemption
of all outstanding Bonds.
From September 8th, 2026, the Bonds will bear interest at a rate
expressed on an annual basis equal to the 6-month Euribor rate
increased by 900 basis points, payable semi-annually in arrear on
each Interest Payment Date and, as the case may be, for the first
time on March 8th, 2027, subject to any interest payment
suspension.
The Bonds are undated, subject to cases of early redemption at
the Company’s option, and will only be repayable in the event of
the liquidation of the Company or upon the expiry of the term
indicated in the Company’s by-laws (unless extended in accordance
with applicable legislation).
The Company may at its option proceed with early redemption of
all, but not some, of the Bonds under certain conditions and, in
particular (i) for the first time from September 8th, 2026 and then
on each Interest Payment Date, (ii) in case of change of control,
(iii) from September 8th, 2024, until September 8th, 2026, if the
arithmetic average, calculated over any period of 20 consecutive
trading days falling within any period of 40 consecutive trading
days preceding the publication of the early redemption notice, of
the daily products of the Company’s closing trading share price on
the regulated market of Euronext in Paris (“Euronext Paris”)
and the conversion/exchange ratio in effect on each trading day
during such period exceeds 130% of the nominal value of the Bonds
and (iv) if the total number of the Bonds outstanding is less than
15% of the number of Bonds originally issued.
Bondholders may exercise their conversion/exchange right at any
time from the issue date (inclusive) until the 7th working day
(exclusive) preceding the first of the two following dates:
September 8th, 2026 or, as the case may be, the date set for any
early redemption.
Upon exercise of their conversion/exchange right, bondholders
will receive, at the option of the Company, either an amount in
cash, or a combination of cash and new and/or existing Korian
shares, or only new and/or existing shares.
The number of new and/or existing shares to be delivered to the
bondholders, as the case may be, will depend on the
conversion/exchange ratio of the Bonds, which will be adjusted in
certain customary cases for this type of securities, including in
case of any dividend payment by the Company.
For illustrative purpose, when considering an offering of Bonds
for a maximum amount of approximately € 330 million, a nominal
value of € 43.51 per Bond (calculated on the basis of a reference
share price corresponding to a € 32.84 closing share price on
August 31st, 2021, and a 32.5% conversion premium corresponding to
the issue premium mid-range), dilution would represent
approximately 7.2% of the outstanding share capital, if the Company
decided to exclusively deliver new shares upon conversion.
Offer to qualified investors only
The offering will be conducted in accordance with Article
L.411-2, 1° of the French Monetary and Financial Code (Code
monétaire et financier), as per the authorization granted by the
Company’s extraordinary general meeting held on June 22nd, 2020
(20th resolution), through an offer to qualified investors only, as
defined in article 2 point (e) of Regulation (EU) n° 2017/1129, in
France and outside France (excluding the United States of America,
Canada, Australia and Japan).
An application will be made for admission of the Bonds to
trading on the non-regulated open market of Euronext in Paris
(Euronext AccessTM) within one month following the issue date.
In the context of the offering, the Company will agree to a
lock-up undertaking ending 90 calendar days following the issue
date of the Bonds, subject to certain customary exceptions.
BNP PARIBAS and Crédit Agricole CIB are acting as Global
Coordinators, Joint Lead Managers and Joint Bookrunners. Goldman
Sachs Bank Europe SE and J.P. Morgan AG are acting as Joint Lead
Managers and Joint Bookrunners (together with the Global
Coordinators, Joint Lead Managers and Joint Bookrunners, the
“Managers”). The Repurchase (as defined further below) is
led by BNP PARIBAS, Crédit Agricole CIB, Goldman Sachs Bank Europe
SE and J.P. Morgan AG, acting as Joint Dealer Managers (the
“Joint Dealer Managers”).
REPURCHASE UNDER CERTAIN CONDITIONS OF
THE OUTSTANDING BONDS (ISIN code: FR0013266087)
Concurrently to the launch of the offering of the Bonds, Korian
launches today the repurchase of the Outstanding Bonds, whose
outstanding nominal amount is equal to €300,000,014.51
corresponding to 7,460,831 Outstanding Bonds, via the Joint Dealer
Managers, by way of a reverse bookbuilding process (the
“Repurchase”), to collect indications of interest to sell
Outstanding Bonds on the basis of a repurchase price (including
accrued interest) per Outstanding Bond equal to:
€ 43.97 + (Reference Share Price – Closing
Share Price) x Reference Delta x Conversion Ratio
With :
“Reference Share price” = Volume-weighted average share
price of the Company on Euronext Paris on September 1st, 2021
“Closing Share Price” = Closing share price of the
Company on Euronext Paris on August 31st, 2021, i.e. € 32.84
“Reference Delta” = 42%
“Conversion Ratio” = 1.144
The Repurchase is targeted at holders of the Outstanding Bonds
that are eligible in their respective jurisdictions, in particular
that are not persons located or resident in the United States of
America or persons acting for the account or benefit of such
persons willing to sell their Outstanding Bonds to Korian.
The settlement and delivery of the Repurchase is expected to
occur on September 9th, 2021, subject to the condition precedent of
the settlement and delivery of the Bonds on September 8th, 2021.
The Company reserves the rights not to proceed with the Repurchase
and the issuance of the Bonds if indications of interests received
from holders of the Outstanding Bonds pursuant to this process
represent less than 50% of the Outstanding Bonds.
The Outstanding Bonds repurchased by the Company will be
cancelled in accordance with their terms and conditions and in
accordance with the law.
The bookbuilding process of the Bonds and the reverse
bookbuilding process of the Outstanding Bonds are independent one
from the other.
The allocation of the Bonds is not contingent upon the
indications of interest to sell expressed by the holders of the
Outstanding Bonds in the reverse bookbuilding process.
The Company also reserves the right, after completion of
Repurchase, to exercise its right to redeem, at its option, the
Outstanding Bonds in accordance with their terms and
conditions.
The Company will announce through a press release the number of
Outstanding Bonds repurchased through the Repurchase and the price
per Outstanding Bond repurchased.
INFORMATION AVAILABLE TO THE
PUBLIC
Neither the Repurchase nor the offer or admission to trading on
Euronext AccessTM of the Bonds is subject to a prospectus approved
by the Autorité des marchés financiers (the “AMF”). Detailed
information on Korian, including its business, results, prospects
and related risk factors are described in the Company’s universal
registration document filed with the AMF on April 20th, 2021 under
number D.21-0331 (the “URD”), which is available together
with other regulated information and all press releases of the
Company on the Company’s website (www.Korian.com).
Korian draws the public’s attention to the risk factors
presented on page 61 to 80 of the URD.
This press release does not constitute or form part of any offer
or solicitation to purchase or subscribe for or to sell securities
and the offering of the Bonds is not a public offering to other
persons than qualified investors in any jurisdiction including
France.
About Korian
Korian, the leading European Care Services Group for elderly and
fragile people. www.korian.com
Korian has been listed on Euronext Paris
(Compartment A) since November 2006 and is included in the
following indices: SBF 120, CAC Health Care, CAC Mid 60, CAC Mid
& Small and MSCI Global Small Cap
Euronext Ticker: KORI – ISIN: FR0010386334 –
Reuters: KORI.PA – Bloomberg: KORI.FP
Outstanding Bonds Ticker: KORA – ISIN :
FR0013266087 – Bloomberg : AO1537189 Corp
IMPORTANT NOTICE
This press release may not be released, published or
distributed, directly or indirectly, in or into the United States
of America, Australia, Canada or Japan. 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 offering of the
Bonds or the Repurchase 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 issuance by the Company or the subscription of the Bonds may be
subject to legal and regulatory restrictions in certain
jurisdictions; none of Korian, the Managers and the Joint Dealer
Managers do not assume any liability in connection with the breach
by any person of such restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 (the “Prospectus
Regulation”) and of Regulation (EU) 2017/1129 as it forms part
of the United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “UK Prospectus Regulation”). This
press release is not an offer to the public other than to qualified
investors, or an offer to subscribe or designed to solicit interest
for purposes of an offer to the public other than to qualified
investors in any jurisdiction, including France.
The Bonds have been and will be offered only by way of an
offering in France and outside France (excluding the United States
of America, Australia, Canada, Japan and any other jurisdiction
where a registration process or an approval would be required by
applicable laws and regulations), solely to qualified investors as
defined in article 2 point (e) of the Prospectus Regulation and in
accordance with Article L. 411-2, 1° of the French Monetary and
Financial Code (Code monétaire et financier) and article 2 of the
UK Prospectus Regulation. There will be no public offering in any
country (including France) in connection with the Bonds, other than
to qualified investors. This press release does not constitute a
recommendation concerning the issue of the Bonds. The value of the
Bonds and the shares of Korian can decrease as well as increase.
Potential investors should consult a professional adviser as to the
suitability of the Bonds for the person concerned.
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. For the purposes of this provision:
- the expression "retail investor" means a person who is
one (or more) of the following:
- a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or
- 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
- not a “qualified investor” as defined in the Prospectus
Regulation; and
- 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 European Economic Area has been prepared
and therefore offering or selling the Bonds or otherwise making
them available to any retail investor in the European Economic Area
may be unlawful under the PRIIPs Regulation.
Prohibition of sales to UK retail
Investors
No action has been undertaken or will be undertaken to make
available any Bonds to any retail investor in the United Kingdom
(“UK”). For the purposes of this press release:
a. the expression “retail investor” means a person who is
one (or more) of the following:
- 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 (“EUWA”);
or
- a customer within the meaning of the provisions of the FSMA and
any rules or regulations made under the FSMA 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
- not a qualified investor as defined in Article 2 of the UK
Prospectus Regulation; and
b. the expression an “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 for the Bonds.
Consequently no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the “UK PRIIPs Regulation”) for offering or selling
the Bonds or otherwise making them available to retail investors in
the United Kingdom has been prepared and therefore offering or
selling the Bonds or otherwise making them available to any retail
investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
MIFID II product governance / Professional
investors and ECPs only target market – Solely for the
purposes of each manufacturer’s product approval process, the
target market assessment in respect of the Bonds has led to the
conclusion that: (i) the target market for the Bonds is eligible
counterparties and professional clients, each as defined in MiFID
II; and (ii) all channels for distribution of the Bonds to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Bonds (a
“distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Bonds (by either adopting or
refining the manufacturers’ target market assessment) and
determining appropriate distribution channels.
France
The Bonds have not been and will not be offered or sold or cause
to be offered or sold, directly or indirectly, to the public in
France other than to qualified investors. Any offer or sale of the
Bonds and distribution of any offering material relating to the
Bonds have been and will be made in France only to qualified
investors (investisseurs qualifiés), as defined in article 2 point
(e) of the Prospectus Regulation, and in accordance with Article
L.411-2 1° of the French Monetary and Financial Code (Code
monétaire et financier).
United Kingdom
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, as amended
(the “Order”), (iii) to high net worth companies, and other
persons to whom it may lawfully be communicated, falling within by
Article 49(2) (a) to (d) of the Order (the persons mentioned in
paragraphs (i), (ii) and (iii) all deemed relevant persons (the
“Relevant Persons”)). The Bonds and, as the case may be, the
shares to be delivered upon exercise of the conversion rights (the
“Financial Instruments”), are intended only for Relevant
Persons and any invitation, offer or agreement related to the
subscription, tender, or acquisition of the Financial Instruments
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 (including their territories and
dependencies, any sate of the United States of America and the
Columbia district). This press release does not constitute an offer
or a solicitation of an offer of securities in the United States.
The Bonds and the shares deliverable upon conversion or exchange of
the Bonds described in this press release have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or the securities laws of
any state of the United States, and such securities may not be
offered, sold or otherwise transferred in the United States absent
registration under the Securities Act or pursuant to an available
exemption from, or in a transaction not subject to, the
registration requirements thereof and applicable state or local
securities laws.
The securities of Korian have not been and will not be
registered under the Securities Act and Korian does not intend to
make a public offer of its securities in the United States of
America. Terms used in this paragraph have the meanings given to
them by Regulation S under the Securities Act.
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.
The distribution of this press release in certain countries may
constitute a breach of applicable law.
_________________
1 The reference share price will be equal
to the volume-weighted average price of the Company on Euronext
Paris on September 1, 2021.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210831006098/en/
CONTACTS INVESTORS Sarah Mingham VP Investor
Relations and Financing sarah.mingham@korian.com Tél. : +33 (0)1 55 37 53 55
Carole Alexandre Deputy Head of Investor Relations
carole.alexandre@korian.com Tél. : +33 (0)7
64 65 22 44
CONTACTS MEDIA Jean-Marc Plantade VP Press
Relations jean-marc.plantade@korian.fr Tél. :
+33 (0)7 62 90 32 58
Cyrille Lachèvre Deputy Head of Press relations
cyrille.lachevre@korian.fr Tél. : +33 (0)7 61
53 54 86
Marjorie Castoriadis Media Relations Manager
marjorie.castoriadis@korian.fr Tél. : +33
(0)7 63 59 88 81