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CANADIAN OFFERING MEMORANDUM 6,459,301 New Shares 5,962,432 Bonds Mandatorily Redeemable for New or Existing Shares (“ORANE”) Club Méditerranée, a société anonyme organized under the laws of France (the “Company”), is offering in a global offering: • 6,459,301 new shares, with a nominal value of €4 per share. The number of new shares being offered could be increased up to a maximum of 6,500,000 shares in the event that all exercisable subscription stock options are exercised on or before May 23, 2009 at 11:59 p.m. (Paris time); and • 5,962,432 ORANE, with a nominal value of €8.55 per ORANE. The number of ORANE being offered could be increased up to a maximum of 6,000,000 ORANE in the event that all exercisable subscription stock options are exercised on or before May 23, 2009 at 11:59 p.m. (Paris time). The new shares and the ORANE will initially be offered by way of transferable preferential subscription rights (“rights”) issued by the Company to its existing shareholders, through subscriptions by right not subject to reduction (à titre irréductible) and, if available, subscriptions by right subject to reduction (à titre réductible). Certain existing shareholders of the Company and investors who are not shareholders of the Company have agreed to subscribe for up to 4,894,500 new shares, representing 75.3% of the maximum number of new shares being offered and up to 4,518,000 ORANE, representing 75.3% of the maximum number of ORANE being offered (in each case after giving effect to the maximum number of additional shares and ORANE that may be issued as a result of the exercise of subscription stock options). Each existing share (and each share that is issued on or before May 23, 2009 in respect of the exercise of any subscription stock option) will entitle its holder to receive one right with respect to the subscription of new shares (a “share right”) and one right with respect to the subscription of the ORANE (an “ORANE right”). • 3 share rights will entitle their holder to subscribe for 1 new share at a subscription price of €7.90 per share; and • 13 ORANE rights will entitle their holder to subscribe for 4 ORANE at a subscription price of €8.55 per ORANE. All rights that have not been exercised by 5:30 p.m. (Paris time) on May 26, 2009 will lapse. The global offering consists of a public offering in France as well as a private placement to institutional investors in France and outside of France, including a private placement by the Company to existing shareholders of the Company that are accredited investors (as that term is defined in National Instrument 45-106 Prospectus and Registration Exemptions (or in Québec, Regulation 45-106 respecting Prospectus and Registration Exemptions) (“NI 45-106”)) resident in the Canadian provinces of Ontario or Québec (the “Canadian Jurisdictions”) who sign and return to the Company an accredited investor certificate in the form of Annex C hereto. This Canadian offering memorandum (the “Canadian Offering Memorandum”) has been prepared by us solely for the purposes of the offering to accredited investors resident in the Canadian Jurisdictions (“Canadian Investors”). Such persons cannot and should not rely on any other offering memorandum prepared in connection with this offering. The Company’s ordinary shares are listed on Euronext Paris under the symbol “CU.” On May 5, 2009 the closing price of the Company’s ordinary shares was €12.98 per share. The new shares and the ORANE are expected to be listed on Euronext Paris on June 8, 2009. Subscription prices: €7.90 per new share and €8.55 per ORANE Investing in the securities of the Company involves risks. In making an investment decision, prospective investors, including existing shareholders, should rely on their own analysis of the Company and the contents of this Canadian Offering Memorandum, including information incorporated herein by reference. For a discussion of the risk factors you should consider carefully before subscribing for new shares or for ORANE, see “Risk Factors Relating to the Company and the Operation that May have a Significant Impact on the Securities Offered” on pages A-22 to A-28 of the Note d’Opération as included in English translation in Annex A to this Canadian Offering Memorandum and “4. Risk Factors” on pages B-25 to B-26 of the 2008 Document de Référence as included in English translation in Annex B. Canadian Investors are advised to read carefully this Canadian Offering Memorandum in its entirety including the Annexes hereto and the information incorporated by reference. The rights, the new shares, the ORANE and the shares to be issued and/or delivered on redemption of the ORANE have not been, and will not be, qualified by prospectus for sale to the public under applicable Canadian securities laws and, accordingly, the rights may not be exercised and the new shares and the ORANE may not be offered or sold within Canada, except within the Canadian Jurisdictions and in transactions exempt from the prospectus requirements of applicable Canadian securities laws. See “Notice to Canadian Investors” and “Offering and Selling Restrictions”. This Canadian Offering Memorandum has not been submitted to the clearance procedure of the French Autorité des marchés financiers (“AMF”) and may not be used in connection with any offer to the public in France to purchase or sell rights, new shares or ORANE. Delivery of the new shares and ORANE is expected to be made against payment on or about June 8, 2009. The date of this Canadian Offering Memorandum is May 6, 2009. TABLE OF CONTENTS IMPORTANT INFORMATION ABOUT THIS CANADIAN OFFERING MEMORANDUM ........... 1 NOTICE TO CANADIAN INVESTORS ..................................................... 2 OFFERING AND SELLING RESTRICTIONS ................................................ 4 TAXATION AND ELIGIBILITY FOR INVESTMENT ......................................... 6 FINANCIAL INFORMATION ............................................................. 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................... 7 ABOUT THIS CANADIAN OFFERING MEMORANDUM ..................................... 8 MARKET INFORMATION ............................................................... 9 PLAN OF DISTRIBUTION ............................................................... 10 LEGAL MATTERS ...................................................................... 11 INDEPENDENT AUDITORS .............................................................. 11 RIGHTS OF ACTION FOR DAMAGES OR RESCISSION ...................................... 12 ENFORCEMENT OF LEGAL RIGHTS ..................................................... 14 LANGUAGE OF DOCUMENTS ........................................................... 15 ANNEX A NOTE D’OPÉRATION ......................................................... A-i ANNEX B DOCUMENT DE RÉFÉRENCE .................................................. B-i ANNEX C FORM OF ACCREDITED INVESTOR CERTIFICATE ............................... C-i i IMPORTANT INFORMATION ABOUT THIS CANADIAN OFFERING MEMORANDUM This Canadian Offering Memorandum is confidential. This Canadian Offering Memorandum has been prepared solely for use in connection with, and Canadian Investors are authorized to use this Canadian Offering Memorandum solely in connection with, a private placement by the Company in Canada exempt from the prospectus requirements of applicable Canadian securities laws to accredited investors (as that term is defined in NI 45-106), and who sign and return to the Company an accredited investor certificate in the form of Annex C hereto. The Company reserves the right to reject any offer to exercise the rights or subscribe to new shares or ORANE, in whole or in part, for any reason or to sell less than the aggregate number of new shares and/or ORANE offered hereby. Canadian Investors may not reproduce or distribute this Canadian Offering Memorandum, in whole or in part, and Canadian Investors may not disclose any of the contents of this Canadian Offering Memorandum (other than to their professional advisors) or use any information herein for any purpose other than considering the exercise of the rights to subscribe for new shares and of the rights to subscribe for ORANE. Canadian Investors agree to the foregoing by accepting delivery of this Canadian Offering Memorandum. No person has been authorized to give any information or to make any representations in connection with the offering or sale of the rights, the new shares or the ORANE other than those contained in this Canadian Offering Memorandum, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, any of its affiliates or by any other person. None of the Company or any of its affiliates or representatives is making any representation to any recipient of rights or to any offeree or purchaser of new shares or ORANE offered hereby regarding the legality of an investment by such recipient of rights or by such offeree or purchaser of new shares or ORANE under appropriate legal investment or similar laws. Neither the delivery of this Canadian Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or its subsidiaries since the date hereof or that the information contained herein is correct and complete as of any time subsequent to the date hereof. This Canadian Offering Memorandum has been prepared by the Company on the basis that any purchaser of new shares