Regulatory News:
VEOLIA ENVIRONNEMENT SUCCESSFULLY
PLACED APPROXIMATELY €700 MILLION OF BONDS CONVERTIBLE INTO AND/OR
EXCHANGEABLE FOR NEW AND/OR EXISTING SHARES
(OCEANEs)
AND CONCURRENTLY REPURCHASED ITS
OUTSTANDING OCEANES DUE 15 MARCH 2021 VIA REVERSE
BOOKBUILDING
Results of the Offering
Veolia Environnement (the
“Company”) (ISIN: FR0000124141 – VIE) has
successfully placed today bonds convertible into and/or
exchangeable for new and/or existing shares
(“OCEANEs”) due January 1, 2025 (the
“Bonds”) for a total amount of approximately €700
million by way of a placement to qualified investors only without
shareholders' preferential subscription rights (the
“Offering”).
The net proceeds of the
Offering will be used for the refinancing of the outstanding
OCEANEs due March 15, 2021 (ISIN: FR0013134681, the
“2021 OCEANEs”) under the terms described below. The
remainder of the net proceeds, if any, will be used for general
corporate purposes.
The Bonds will not bear
interest and will be issued at 103.25% of their principal amount,
corresponding to an annual gross yield to maturity of
-0.60%.
The nominal unit value of the
Bonds has been set at €30.41 corresponding to a premium of 35%
above the Company’s reference share price on the regulated market
of Euronext in Paris (“Euronext
Paris”).
The Bonds will be issued on
September 12, 2019, being the expected settlement and delivery date
of the Bonds (the “Issue
Date”).
Dilution
For illustrative purposes and
assuming (i) an issuance of OCEANEs for a maximum nominal amount of
€700 million and a par value of €30.41 per OCEANE and (ii) a
repurchase of all the outstanding 2021 OCEANEs, the dilution would
be reduced from 4.13% of the share capital of the Company prior to
the transaction to 4.07% of the share capital of the Company after
completion of the transaction, should the Company decide to deliver
new shares only.
Redemption
Unless previously converted,
exchanged, redeemed or purchased and cancelled, the Bonds will be
redeemed at par on January 1, 2025 (or on the following business
day if this date is not a business day) (the
“Maturity Date”).
The Bonds may be redeemed
prior to maturity at the option of the Company, subject to certain
conditions, and at the option of bondholders in case of Change of
Control (as defined in the terms and conditions of the
Bonds).
In particular, the Bonds may
be fully redeemed prior to maturity at par, at the Company’s option
from January 1, 2023 until the Maturity Date (excluded), if the
arithmetic average, calculated in respect of 20 consecutive trading
days chosen by the Company from among the 40 consecutive trading
days preceding the publication of the early redemption notice, of
the products of the Company’s volume weighted average price on
Euronext Paris on each such trading day and the applicable
conversion/exchange ratio on each such trading day exceeds 130% of
the nominal value of the Bonds.
Conversion/Exchange Right
Bondholders will be granted a
conversion/exchange right of the Bonds into new and/or existing
shares of the Company, which they may exercise at any time from the
41st calendar day following the Issue Date and until the 7th
business day (inclusive) preceding the Maturity Date or the
relevant early redemption date.
The conversion/exchange ratio
is set at one share per Bond subject to any potential subsequent
adjustments (as set out in the terms and conditions of the Bonds).
Upon exercise of their conversion/exchange right, bondholders will
receive at the option of the Company new and/or existing Company’s
shares carrying in all cases all rights attached to existing shares
as from the date of delivery.
Lock-up
In the context of the
Offering, the Company agreed to a lock-up undertaking for a period
starting from the announcement of the final terms and conditions of
the Bonds and ending 90 calendar days after the Issue Date, subject
to certain customary exceptions or to a waiver from the financial
institutions.
Legal framework
Application will be made for
the listing of the Bonds on Euronext AccessTM (the open market of
Euronext Paris), to occur within 90 calendar days from the Issue
Date.
The Bonds have been issued as
per the fifteenth and seventeenth resolutions approved by the
shareholders’ ordinary and extraordinary general meeting held on 19
April 2018 and have been offered only by way of placement in France
and outside France (excluding the United States of America, Canada,
Australia or Japan) to qualified investors only, in accordance with
Article L.411-2-II of the French monetary and financial code (Code
monétaire et financier).
Available information
The Offering is not subject to
a prospectus approved by the French Financial Market Authority
(“Autorité des marchés financiers”) (the
“AMF”). Detailed information on Veolia
Environnement, including its business, results, prospects and
related risk factors are described in the Company’s reference
document (document de référence) filed with the AMF on 13 March
2019 under number D.19-0140 and the Company’s universal
registration document (document d'enregistrement universel) filed
with the AMF on 2 August 2019 under n°D.19-0734 which are available
together with H1 2019 results, the press releases and other
regulated information about the Company, on Veolia Environnement’s
website (www.finance.veolia.com).
Concurrent repurchase of outstanding 2021
OCEANEs
Concurrently with the
Offering, the Company has collected today and outside the United
States of America through a reverse bookbuilding process conducted
by the financial institutions, irrevocable orders from certain
holders of the 2021 OCEANEs willing to sell their 2021 OCEANEs (the
“Repurchase”).
Transaction Condition
As at the close of the reverse
bookbuilding process, the Company has acknowledged the satisfaction
of the transaction condition mentioned in the launch press release
and decided to accept the repurchase of 21,673,656 2021 OCEANEs in
an aggregate principal amount of €649,992,943.44 representing
approximately 93% of the aggregate number of the 2021 OCEANEs
initially issued.
Repurchase Price
The repurchase price per 2021
OCEANE was set at €30.31.
The settlement of the
Repurchase is expected to take place on September 13, 2019, subject
to the settlement of the Offering. The 2021 OCEANEs accepted in the
Repurchase will be cancelled thereafter in accordance with their
terms and conditions.
The 2021 OCEANEs have been
exercised and/or purchased (and corresponding cancellations and/or
redemptions effected) in respect of 80% or more in principal amount
of the Bonds originally issued. Consequently, the Company will
therefore redeem, in accordance with Condition 9.3(b) of the terms
and conditions of the 2021 OCEANEs, the outstanding 2021 OCEANEs
remaining, in whole but not in part at their par value.
This press release does not
constitute of form part of any offer or solicitation to purchase or
subscribe for or to sell securities and the Offering is not an
offer to the public (other than to qualified investors) in any
jurisdiction, including France.
Veolia group is the global leader in optimized
resource management. With over 171,000 employees worldwide, the
Group designs and provides water, waste and energy management
solutions which contribute to the sustainable development of
communities and industries. Through its three complementary
business activities, Veolia helps to develop access to resources,
preserve available resources, and to replenish them.
In 2018, the Veolia group
supplied 95 million people with drinking water and 63 million
people with wastewater service, produced nearly 56 million megawatt
hours of energy and converted 49 million metric tons of waste into
new materials and energy. Veolia Environnement (listed on Paris
Euronext: VIE) recorded consolidated revenue of €25.91 billion in
2018 (USD 30.6 billion). www.finance.veolia.com
Offering of Bonds
Disclaimer – Important Information
This press release may not be
published, distributed or released, directly or indirectly, in the
United States of America, Australia, Canada, or Japan or in any
jurisdiction to whom or in which such offer is unlawful, and the
Offering 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 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 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 Veolia Environnement and the financial
institutions 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 (the “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 will be offered only by way of a placement in France and/or
outside France (excluding the United States of America, Australia,
Canada and Japan), solely to qualified investors (investisseur
qualifié) as defined in Article 2 (e) of the Prospectus Regulation
and pursuant to Articles L.411-1 and L.411-2 of the French monetary
and financial code (Code monétaire et financier). 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 Veolia
Environnement can decrease as well as increase. Potential investors
should consult a professional adviser as to the suitability of the
investment in 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:
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 2016/97/EU, 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 iii) not a “qualified
investor” as defined
in the Prospectus Regulation; 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.
MIFID II product governance / Retail investors,
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 retail investors, eligible
counterparties and professional clients, each as defined in MiFID
II; and (ii) all channels for distribution of the Bonds to 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. For the avoidance of
doubt, even if the target market includes retail investors, the
manufacturers have decided that the Bonds will be offered, as part
of the initial offering, only to eligible counterparties and
professional clients.
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
(investisseur qualifié), as defined in Article 2(e) of the
Prospectus Regulation, and in accordance with, Articles L.411-1 and
L.411-2 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 people designated by Article
49(2) (a) to (d) of the Order or (iv) to any other person to whom
this press release may otherwise lawfully be communicated pursuant
to applicable law (the persons mentioned in paragraphs (i), (ii),
(iii) and (iv) all deemed relevant persons (the
“Relevant Persons”)).
The Bonds and, as the case may
be, the shares of Veolia Environnement to be delivered upon
exercise of the conversion rights (the “Financial
Instruments”), are
intended only for Relevant Persons and any invitation, offer of
contract 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 (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
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, in
accordance with Regulation S of the Securities Act. Veolia
Environnement does not intend to register any portion of the
proposed 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.
The distribution of this press
release in certain countries may constitute a breach of applicable
law.
Repurchase of the 2021 OCEANEs
The Repurchase is addressed
solely to qualified investors, excluding the United States of
America and U.S. Persons, Australia, Canada and Japan and any other
jurisdiction where the Repurchase would be prohibited by applicable
law.
No communication and no
information in respect of the repurchase of the 2021 OCEANEs may be
distributed to the public in any jurisdiction where a registration
or approval is required. No steps have been or will be taken
outside of France in any jurisdiction where such steps would be
required.
This press release does not
constitute an invitation to participate in the Repurchase or an
offer to purchase the 2021 OCEANEs in or from any jurisdiction in
or from which, or to or from any person to or from whom, it is
unlawful to make such repurchase or offer under applicable
securities laws. The release, publication or distribution of this
press release in certain jurisdictions may be restricted by law.
Consequently, any persons in such jurisdiction in which this press
release is released, published or distributed are required by each
of the Company and the financial institutions to inform themselves
about, and to observe, any such restrictions.
None of the Company and the
financial institutions makes any recommendation as to whether or
not the holders of the 2021 OCEANEs should participate in the
Repurchase.
NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA OR
TO U.S. PERSONS, 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 does not constitute a solicitation to
purchase or an offer of the Bonds (as defined below) or the shares
of Veolia Environnement (together, the “Securities”) in the
United States (as defined in Regulation S under the US Securities
Act of 1933, as amended (the “Securities Act”)). The
Securities may not be offered or sold in the United States 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 federal states securities laws. Veolia Environnement does not
intend to register any portion of the offering of the Bonds in the
United States of America or to conduct a public offering of the
Securities in the United States.
The Bonds were offered only by way of a placement to qualified
investors only comprising, for the purposes of this press release,
professional clients and eligible counterparties (as defined
hereafter). The Bonds may not be offered or sold to retail
investors (as defined hereafter). No key information document under
PRIIPs Regulation has been nor will be prepared.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190905005842/en/
Group Press Relations Laurent Obadia Sandrine Guendoul Tel: + 33 (0)1 85 57 42 16
sandrine.guendoul@veolia.com
Investors & Analysts Relations Ronald Wasylec - Ariane de Lamaze
Tel: + 33 (0)1 85 57 84 76 / 84
80
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