Nexity: SUCCESSFUL ISSUANCE BY NEXITY OF BONDS CONVERTIBLE INTO NEW
SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (OCEANES) DUE 2028
FOR APPROXIMATELY €240M AND RESULTS OF THE CONCURRENT REPURCHASE OF
THE OUTSTANDING OCEANES DUE 2023...
SUCCESSFUL ISSUANCE BY NEXITY OF BONDS
CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES
(OCEANES) DUE 2028 FOR APPROXIMATELY
€240M AND RESULTS OF THE
CONCURRENT REPURCHASE OF THE OUTSTANDING OCEANES DUE 2023 ISSUED IN
MAY 2016 BY WAY OF A REVERSE BOOKBUILDING PROCESS
Paris, April 13th 2021
Final terms of the bonds convertible
into new shares and/or exchangeable for existing shares due April
19th 2028 (the “2028 OCEANEs” or the “Bonds”)
Nexity (the “Company“ or
“Nexity“) has successfully completed today an
issuance of 2028 OCEANEs, for a nominal amount of €239,999,945.86
(the “Issuance“).
The net proceeds of this Issuance will be used
to extend the maturity of Nexity’s indebtedness by financing the
repurchase of part the outstanding €270m OCEANEs due 2023 issued on
May 13th 2016 (the “2023 OCEANEs”) tendered by
their holders during the repurchase proposal (as detailed further
below).
The nominal unit value per 2028 OCEANE has been
set at EUR 59.81, representing a premium of 35% above Nexity’s
reference share price1 on the regulated market of Euronext in Paris
(”Euronext Paris”).
The 2028 OCEANEs will be issued at par and will
bear interest at an annual rate of 0.875%, payable semi-annually in
arrears on April 19th and October 19th of each year (or on the
following business day if such date is not a business day) and for
the first time on October 19th 2021.
The settlement and delivery of the 2028 OCEANES
is expected to take place on April 19th 2021 (the “Issue
Date”).
Dilution
Given the issuance of a €240 million euros
nominal amount and a par value of 59.81 euros per 2028 OCEANEs, and
the repurchase by the Company of 92.8% of the 2023 OCEANEs
initially issued through the Repurchase, the resulting dilution
approximately represents 7.83% of the outstanding share capital, if
the Company decided to deliver only new shares.
For information purposes, in the event of a
repurchase or early redemption by the Company of all the 2023
OCEANEs initially issued, the potential dilution would be reduced
from 9.46% of the share capital of the Company prior to the
transaction to 7.15% of the share capital of the Company after
completion of the transaction, if the Company decided to deliver
only new shares.
Redemption
Unless previously converted and/or exchanged,
redeemed or repurchased and cancelled, the 2028 OCEANEs will be
redeemed at par on April 19th, 2028 (or on the following business
day if this date is not a business day) (the “Maturity
Date”).
The 2028 OCEANEs may be redeemed before the
Maturity Date at the option of Nexity, under certain conditions,
and at the option of bondholders in case of Change of Control or a
Delisting Event (as defined in the terms and conditions of the 2028
OCEANEs).
In particular, the 2028 OCEANEs may be fully
redeemed at Nexity’s option at any time from May 12th, 2025 until
the Maturity Date, subject to a minimum 30 (but no more than 60)
days’ prior notice, if the arithmetic average of the products of
Nexity’s share volume-weighted average price on Euronext Paris and
the prevailing conversion ratio (calculated over a period of 20
consecutive trading days chosen by the Company from among the 30
consecutive trading days ending on (and including) the trading day
immediately preceding the day of the publication of the early
redemption notice) exceeds 130% of the nominal value of the 2028
OCEANEs.
The 2028 OCEANEs may also be fully redeemed at
any time, subject to a minimum 30 (and a maximum 60) days’ prior
notice, if 85% or more in principal amount of the 2028 OCEANEs
originally issued have been converted/exchanged and/or redeemed
and/or purchased by Nexity and cancelled.
Lock-up
In the context of the Issuance, the Company
agreed to a lock-up undertaking for a period starting from the
announcement of the final terms of the 2028 OCEANEs and ending 90
calendar days after the settlement and delivery date of the 2028
OCEANEs, subject to certain customary exceptions.
Legal framework
An application will be made for the admission of
the 2028 OCEANEs to trading on Euronext AccessTM, the non-regulated
market of Euronext Paris. Such admission to trading is expected
within 30 days from the settlement date.
The 2028 OCEANEs, will be issued as per the 28th
resolution approved by the shareholders’ ordinary and extraordinary
general meeting held on May 19th, 2020 and have been offered by way
of a placement, in France and outside France (excluding the United
States of America, Canada, Australia, South Africa and Japan) to
qualified investors only as defined in article 2(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).
Available information
The Issuance and the admission to trading on
Euronext AccessTM are not subject to a prospectus approved by the
French Financial Market Authority (Autorité des marchés financiers)
(the “AMF”). Detailed information on Nexity,
including its business, results, prospects and related risk factors
are described in the Company’s universal registration document
(document d’enregistrement universel) filed with the AMF on April,
9th 2021 under number D.21-0283, which is available together with
other regulated information and all press releases of the Company,
on Nexity’s website (www.nexity.fr).
The offering is being managed by BNP PARIBAS,
Crédit Agricole Corporate and Investment Bank, J.P. Morgan AG
acting as Joint Global Coordinators and Joint Bookrunners (together
the “Joint Bookrunners”). The Repurchase (as
defined below) is being managed by BNP PARIBAS, Crédit Agricole
Corporate & Investment Bank, J.P. Morgan AG acting as Joint
Dealer Managers.
Repurchase under certain conditions of
the “2023 OCEANEs” (ISIN code: FR0013170925)
Concurrently to the launch of the offering of
the 2028 OCEANEs, Nexity has collected today indication of
interests to tender 92.8% of the 2023 OCEANEs, whose outstanding
amount is equal to the initial issue amount, i.e. €269,999,943.80
corresponding to 4,199,066 2023 OCEANEs.
The repurchase price for the Repurchase is equal
to 66.90 euros per 2023 OCEANE (including accrued interest).
Transaction Conditions
The Repurchase was targeted at holders of the
2023 OCEANEs that are eligible in their respective jurisdictions,
in particular that are not persons located or resident in the
United States or persons acting for the account or benefit of such
persons willing to sell their 2023 OCEANEs to Nexity.
The settlement and delivery of the Repurchase is
expected to occur on April 20th 2021, subject to the condition
precedent of the settlement and delivery of the 2028 OCEANEs on
April 19th 2021.
The 2023 OCEANEs repurchased by the Company will be cancelled in
accordance with their terms and conditions and in accordance with
the law.
The Company also reserves the right, after completion of
Repurchase, to exercise its right to redeem, at its option, the
outstanding 2023 OCEANEs in accordance with their terms and
conditions.
INDICATIVE TIMETABLE
April 19th 2021 |
Settlement and delivery of the 2028 OCEANEs issuance |
April 20th 2021 |
Settlement and delivery of the Repurchase |
AT NEXITY, WE AIM TO SERVE ALL OUR
CLIENTS AS THEIR REAL ESTATE NEEDS EVOLVEWith more than
11,000 employees and €4.9 billion in revenue in 2020, Nexity is
France’s leading integrated real estate group, with a nationwide
presence and business operations in all areas of real estate
development and services for individuals, companies and local
authorities.
Our services platform is designed to serve all
our clients as their real estate needs evolve.
Firmly committed to focusing on people and how
they are connected with each other, their cities and the
environment, Nexity was named the number-one low-carbon project
owner in France among real estate developers ranked by BBCA in
2020, is a member of the Bloomberg Gender-Equality Index (GEI) and
obtained Great Place to Work certification in 2020.
Nexity is listed on the SRD, Euronext’s
Compartment A and the SBF 120.
CONTACTThierry CHEREL – Head of
Investor Relations / +33 (0)6 68 31 29 05 -
investorrelations@nexity.fr
Disclaimer
Important information
This press release may not be released,
published or distributed, directly or indirectly, in or into the
United States of America, Australia, Canada, South Africa 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 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
or the subscription of the Bonds may be subject to legal and
regulatory restrictions in certain jurisdictions; none of Nexity
and the Joint Bookrunners assumes 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 (as
amended the “Prospectus Regulation”) and
Regulation (EU) 2017/1129 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the “UK Prospectus Regulation”).
This press release is not an offer to the
public, 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 offered only by way of a
placement in France and outside France (excluding the United States
of America, Australia, Canada, South Africa and Japan), solely to
qualified investors as defined in point (e) of article 2 of the
Prospectus Regulation and article 2 of the UK Prospectus Regulation
and 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 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 retail investors
in the European Economic Area
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 press release,
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 (as
amended, the “Insurance Distribution Directive”),
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or
iii. a
person other than a “qualified investor” as defined in the
Prospectus Regulation.
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 to subscribe to the Bonds.
Consequently no key information document
required by Regulation (EU) 1286/2014 (as amended, the “EU
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 retail investors
in the United Kingdom
No action has been undertaken or will be
undertaken to make available any Bonds to any retail investor in
the United Kingdom.
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 (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 (the “EUWA”);
or
ii.
a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (as amended, “FSMA”)
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, 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
iii.
not a qualified investor as defined in article 2 of the UK
Prospectus Regulation as it forms part of domestic law by virtue of
the EUWA; 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.
France
The Bonds have not been and will not be offered
or sold or caused 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 as defined in point (e) of article 2 of the
Prospectus Regulation.
United Kingdom
In the United Kingdom, this press release is
addressed and directed only (i) 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”) or (ii) to high net worth companies, and
other persons to whom it may lawfully be communicated, falling
within Article 49(2) (a) to (d) of the Order (the persons mentioned
in paragraphs (i) and (ii) all deemed relevant persons
(“Relevant Persons”)). The Bonds are only
available to Relevant Persons, and any invitation, offer or
agreement to subscribe, purchase, or otherwise acquire 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 FSMA.
United States of America
This press release may not be released,
published or distributed in or into the United States of America
(including its territories and dependencies, any State or other
jurisdiction of the United States of America and the District of
Columbia). This press release does not constitute or form a part of
an offer of securities for sale or of any offer or solicitation to
purchase securities in the United States of America. The Bonds and
the shares deliverable upon conversion or exchange of the Bonds
mentioned herein have not been, and will not be, registered under
the U.S. Securities Act of 1933 (the “Securities
Act”) or the law of any State or other jurisdiction of the
United States of America and may not be offered or sold in the
United States of America except pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with applicable state securities
laws. The Bonds are and will be offered or sold only in “offshore
transactions” outside of the United States of America, in
accordance with Regulation S under the Securities Act. Nexity does
not intend to register any portion of the proposed offering in the
United States of America and no public offering will be made in the
United States of America.
Australia, Canada, South Africa and
Japan
The Bonds may not and will not be offered, sold
or purchased in Australia, Canada, South Africa or Japan. The
information contained in this press release does not constitute an
offer of securities for sale in Australia, Canada, South Africa or
Japan.
The distribution of this press release in
certain countries may constitute a breach of applicable law.
MiFID II – Target Market:
Professional Investors and Eligible Counterparties and Retail
Investors (France only)
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 French retail investors, eligible counterparties
and professional clients, each as defined in MiFID II; and (ii) all
channels for distribution of the Bonds to French retail investors,
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.
1 The reference share price is equal to the volume-weighted
average price of Nexity’s share on Euronext Paris between the
opening of trading on April 13th 2021 and the pricing of the Bonds
on the same day
- Nexity_Pricing PR_Eng_2021.04.13_vdef
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