14.04
NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW. THE TENDER OFFER DESCRIBED HEREIN IS NOT OPEN TO HOLDERS IN OR WITH AN ADDRESS IN UNITED STATES. OTHER RESTRICTIONS APPLY. THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFER TO SELL ANY SECURITIES.
Valeo to seek to lengthen and smooth its debt maturity profile
Paris, France, January 8, 2014 - Valeo announced today that BNP Paribas has invited holders of Valeo's outstanding Notes[1] to offer to sell those Existing Notes to BNP Paribas, for an amount to be determined at its sole discretion.
It is intended that Existing Notes purchased by BNP Paribas pursuant to the tender offer will be transferred by BNP Paribas to Valeo and upon such transfer of Existing Notes, such Existing Notes will be immediately cancelled by Valeo.
Valeo will issue a new longer-dated euro-denominated bond pursuant to its EMTN Program which will be fully subscribed by BNP Paribas in exchange of the Existing Notes transferred to Valeo.
These transactions will enable Valeo to lengthen and smooth its debt maturity profile.
* * * * *
Valeo is an independent industrial Group fully focused on the design, production and sale of components, integrated systems and modules for the automotive industry, mainly for CO2 emissions reduction. Valeo ranks among the world's top automotive suppliers. The Group has 124 plants, 20 research centers, 36 development centers, 12 distribution platforms and employs 75,300 people in 29 countries worldwide.
In 2012, Valeo generated revenue of €11.8 billion and invested €1 billion in research and development.
For more information about the Valeo Group and its businesses, please visit www.valeo.com.
For more information, please contact:
Media Relations
Phone: +33 (0)1 40 55 21 75 / 37 18
press-contact.mailbox@valeo.com
IMPORTANT NOTICE
Offer Restrictions in relation to the Tender Offer
Capitalized terms have the meaning set forth in the Tender Offer Memorandum dated January 8, 2014.
United States
The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to beneficial owners of the Existing Notes who are located in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. Persons as defined in Regulation S of the Securities Act (each a "U.S. Person") and the Existing Notes may not be offered for sale in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of the Tender Offer Memorandum and any documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to any such person. Any purported Offer to Sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and Offers to Sell made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.
Each holder of Existing Notes participating in an Offer to Sell will represent that it is not a U.S. Person located in the United States and is not participating in such Offer to Sell from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer to Sell from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
United Kingdom
Neither the communication of the Tender Offer Memorandum nor any other offer material relating to the Tender Offer is being made, and the Tender Offer Memorandum has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the Tender Offer Memorandum is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of the Tender Offer Memorandum as a financial promotion is being made to, and is directed only at: (a) persons outside the United Kingdom; (b) those persons falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or (c) those persons falling within Article 43 of the Order, or (d) 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; or (e) any person to whom it may otherwise lawfully be made in accordance with the Order (such persons together being "relevant persons"). The Tender Offer Memorandum is only available to relevant persons and the transactions contemplated herein will be available only to, or engaged in only with relevant persons, and this financial promotion must not be relied or acted upon by persons other than relevant persons.
France
The Tender Offer Memorandum as well as any other offering materials relating to the Tender Offer have not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France; such Tender Offer and distributions have not been and shall not be made, directly or indirectly, to the public in France. Only qualified investors (investisseurs qualifiés) acting for their own account, with the exception of individuals (a "Qualified Investor") and/or legal entities whose total balance sheet exceeds €5 million, or whose total annual turnover or revenues exceed €5 million, or which manage assets in excess of €5 million, or whose average annual headcount exceeds 50 persons (a "Large Corporate Investor"), all as defined in Articles L. 341-2 1°, L. 411-1, L.411-2, D. 341-1 and D. 411-1 of the French Code monétaire et financier and other applicable regulations will be entitled to tender the Existing Notes. Neither the Tender Offer Memorandum, nor any other such offering materials has been submitted for clearance to the Autorité des marchés financiers.
By offering to sell or tendering Existing Notes, an investor resident and/or located in France will be deemed to represent and warrant to the Offeror, the Dealer Managers, the Tender Agent and the Information Agent that it is a Qualified Investor and/or a Large Corporate Investor.
Italy
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to applicable Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to Article 101-bis, paragraph 3-
bis of Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "CONSOB Issuers' Regulation") and, therefore, is intended for, and directed only at qualified investors (investitori qualificati, the "Qualified Investors"), as defined pursuant to Article 100, paragraph 1, letter a) of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the CONSOB Issuers' Regulation. Accordingly, the Tender Offer Memorandum may not be promoted, nor may copies of any document related thereto or to the Existing Notes be distributed, mailed or otherwise forwarded, or sent, to the public in Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in Italy, other than to Qualified Investors. Persons receiving the Tender Offer Memorandum or any other document or material relating to the Tender Offer must not forward, distribute or send it in or into or from Italy.
Holders or beneficial owners of the Existing Notes that are resident or located in Italy and qualify as Qualified Investors can tender the Existing Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority.
Belgium
The Tender Offer does not constitute a public offering in Belgium within the meaning of Article 3, §1, 1° of the Belgian Law of 1 April 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition/wet op de openbare overnamebiedingen"), as amended from time to time (the "Belgian Takeover Law"). The Tender Offer is exclusively conducted under private placement exemptions and has therefore not been, and will not be, submitted or notified to, and neither the Tender Offer Memorandum nor any brochure or any other document relating to the Tender Offer Memorandum has been, or will be, submitted or notified to, or approved by, the Financial Services and Markets Authority ("Autorité des services et marchés financiers/Autoriteit voor Financiele Diensten en Markten").
Luxembourg
The Tender Offer Memorandum has not been submitted for clearance to the Commission de Surveillance du Secteur Financier or the Luxembourg Stock Exchange.
Selling Restrictions in relation to the New Issue
Capitalized terms have the meaning set forth in the Base Prospectus dated April 23, 2013.
Public Offer Selling Restriction under the Prospectus Directive
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the relevant Final Terms to the public in that Relevant Member State, and may, with effect from and including the Relevant Implementation Date, subject to any specific selling restrictions applicable to the Relevant Member State, only make an offer of such Notes to the public in that Relevant Member State:
(a) Approved Prospectus: if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-Exempt Offer"), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the Final Terms contemplating such Non-Exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or Final Terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-Exempt Offer;
(b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(c) Fewer than 150 offerees: at any time to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
(d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be
offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
The Public Offer Selling Restriction under the Prospectus Directive selling restriction is in addition to any other selling restrictions set out below.
France
Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that:
(a) it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in France and that offers and sales of Notes have been and shall only be made in France to (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1, of the French Code monétaire et financier (the "Code") and other applicable regulations.
(b) it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the Notes other than to those investors (if any) to whom offers and sales of the Notes in France may be made, as described above.
(c) Materialised Notes may only be issued outside of France.
Selling Restrictions addressing Additional United Kingdom Securities Laws
Each Dealer has represented, warranted and agreed that:
(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and:
(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and
(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
United States
The Notes have not been and will not be registered under the Securities Act as amended or the securities laws of any U.S. State and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act or such state securities laws. The Notes are being offered and sold only outside of the United States to non U.S. persons in reliance upon an exemption from registration. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act as amended, ("Regulation S").
Materialised Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended (the "I.R. Code") and regulations thereunder.
Each Dealer has agreed and each further Dealer appointed under the Programme will be required to represent, warrant and agree
that, except as permitted by the Dealer Agreement, it has not offered or sold and it will not offer, sell or, in the case of Materialised Bearer Notes, deliver, Notes (i) as part of their distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of any identifiable Tranche of which such Notes are a part (the "Distribution Compliance Period"), as determined, and certified to the Issuer, by the Fiscal Agent, or in the case of Notes issued on a syndicated basis, the Lead Manager, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the Distribution Compliance Period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S, except that in reference to the term Materialised Bearer Notes, the term "U.S. person" also shall have the meaning given to it by the I.R. Code and the regulations thereunder.
In addition, until forty (40) calendar days after the commencement of the offering of any identifiable tranche of Notes, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering of such tranche of Notes) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from the registration under the Securities Act.
[1] Valeo's outstanding EUR 500,000,000 5.75 per cent. Notes due 19 January 2017 (ISIN FR0011182112) and Valeo's outstanding EUR 500,000,000 4.875 per cent. Notes due 11 May 2018 (ISIN FR0011043124) issued under its Euro Medium Term Notes (EMTN) Program (the "Existing Notes").
