Successful Issuance by Nexity of Net Share Settled
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THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OF AMERICA. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR EXEMPT FROM REGISTRATION. THE SECURITIES OF NEXITY MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND NEXITY DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES OF AMERICA. THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PRIVATE PLACEMENT TO INSTITUTIONAL INVESTORS. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN AND WILL BE PREPARED. SUCCESSFUL ISSUANCE BY NEXITY OF NET SHARE SETTLED BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (“ORNANEs”) DUE 2025 IN A NOMINAL AMOUNT OF APPROXIMATELY €200 MILLION Paris, February 27th, 2018 Final terms of the net share settled bonds convertible into new shares and/or exchangeable for existing shares due March 2nd, 2025 (the “Bonds”) Nexity (the “Company” or “Nexity”) has successfully completed an offering of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) due 2025, by way of a private placement, for a nominal amount of €199,999,973.76 (the “Issuance”). The net proceeds of the Issuance will be used to meet the general corporate purposes of the Company. The nominal value of the Bonds has been set to €68.91, representing an issue premium of 30% over Nexity’s reference share price1 on the regulated market of Euronext in Paris ("Euronext Paris"). The Bonds will bear interest at an annual nominal rate of 0.25%, payable semi-annually on March 2nd and September 2nd of each year (or on the following business day if that day is not a business day), beginning on September 3rd, 2018. The Bonds will be issued at par on March 2nd, 2018, the expected settlement and delivery date of the Bonds (the “Issue Date”). The Bonds will be redeemed at par on March 2nd, 2025 (or on the following business day if that day is not a business day) (the “Maturity Date”). 1 The reference share price is equal to the volume-weighted average price of Nexity’s shares recorded on the regulated market of Euronext Paris on February 27th, 2018 from the start of trading until the determination of the final terms and conditions of the Bonds on the same day, i.e. €53.0057. Page 1/6 C3 - Restricted Natixis THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OF AMERICA. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR EXEMPT FROM REGISTRATION. THE SECURITIES OF NEXITY MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND NEXITY DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES OF AMERICA. THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PRIVATE PLACEMENT TO INSTITUTIONAL INVESTORS. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN AND WILL BE PREPARED. Bondholders will be granted a conversion/exchange right of the Bonds into new and/or existing shares (the “Conversion Right”) which they may exercise (a) from the Issue Date (included) and until April 23rd, 2022 (excluded) under certain conditions, and (b) at any time from April 23rd, 2022 (included) and until the 35th trading day prior to the Maturity Date (i.e. on January 13th, 2025) (excluded), or, as the case may be, the business day (included) immediately preceding the day which is scheduled to be (as at the date of publication of the early redemption notice) the 28th trading day preceding the date fixed for the early redemption. By way of indication, dilution would represent 5.17% of outstanding share capital, should the Company decide to deliver only new shares upon exercise of the conversion/exchange right. The Bonds may be redeemed earlier, at the Company’s option, under certain conditions. In particular, the Bonds may be redeemed earlier at the Company’s option from April 23rd, 2022 until the Maturity Date, subject to a minimum 60 (and a maximum 90) days’ prior notice, if the arithmetic average of the daily products of Nexity’s share volume-weighted average price on Euronext Paris and the prevailing conversion ratio (over a 20-consecutive trading days period of among 40-consecutive trading days) exceeds 130% of the nominal value of the Bonds. In the event of a Change of Control, any bondholder may, at its discretion, request for the early redemption in cash of all or parts of the Bonds it owned at par plus accrued interest. The Bonds will be issued as per the 23rd resolution approved by the shareholders’ ordinary and extraordinary general meeting held on May 31st, 2016 and have been offered only by way of a private placement, conducted in accordance with Article L.411-2 II of the French Monetary and Financial Code (Code monétaire et financier), in France and outside France (excluding the United States of America, Canada, Australia or Japan) to qualified investors. The Issuance is 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 reference document filed with the AMF on April 6th, 2017 under the number D.17-0335, which is available together with other regulated information and all press releases of the Company, on Nexity’s website (www.nexity.fr). Application will be made for the listing of the Bonds on Euronext AccessTM (former Open Market of Euronext Paris). Such listing is expected within 30 days from the Issue date. In the context of the Issuance, Nexity will agree, to the benefit of the banks, to a lock-up undertaking for a period starting from the announcement of the Bonds final terms and ending 90 calendar days following the Issue Date, subject to some customary exceptions. Page 2/6 C3 - Restricted Natixis THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OF AMERICA. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR EXEMPT FROM REGISTRATION. THE SECURITIES OF NEXITY MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND NEXITY DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES OF AMERICA. THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PRIVATE PLACEMENT TO INSTITUTIONAL INVESTORS. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN AND WILL BE PREPARED. The Issuance was managed by Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale Corporate & Investment Banking acting as Joint-Bookrunners. AT NEXITY, WE AIM TO SERVE ALL OUR CLIENTS AS THEIR REAL ESTATE NEEDS EVOLVE Nexity offers the widest range of advice and expertise, products, services and solutions for private individuals, companies and local authorities, so as to best meet the needs of our clients and respond to their concerns. Our business lines – real estate brokerage, management, design, development, planning, advisory and related services – are now optimally organised to serve and support our clients. As the benchmark operator in our sector, we are resolutely committed to all of our clients, but also to the environment and society as a whole. Nexity is listed on the SRD and on Euronext’s Compartment A Nexity is included in the following indices: SBF 80, SBF 120, CAC Mid 60, CAC Mid & Small and CAC All Tradable Ticker symbol: NXI – Reuters: NXI.PA – Bloomberg: NXI:FP ISIN code: FR0010112524 ______ CONTACT Jean-Marie Palu – Deputy Chief Financial Officer / +33 (0)1 85 55 18 10 – [email protected] Domitille Vielle – Head of Investor Relations / +33 (0)1 85 55 19 34 – [email protected] Géraldine Bop – Deputy Head of Investor Relations / +33 (0)1 85 55 18 43 – [email protected] Page 3/6 C3 - Restricted Natixis THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OF AMERICA. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE U.S.