Natixis S.A. (“Natixis”), whose stake in Coface S.A. (“Coface”) amounts to 15,078,095 shares (representing 10.04% of its share capital) announces that it intends to sell its remaining shareholding through a private placement by way of an accelerated book building reserved for institutional investors (the “Offering”).
Natixis has obtained all required regulatory authorizations to proceed with the Offering.
Book building of the Offering will commence immediately.
Natixis will announce the results of the Offering after the order books have closed.
This press release does not constitute an offer and the sale by Natixis of Coface shares does not constitute a public offer.
No communication and no information in respect of the sale by Natixis of Coface shares may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offer or sale of the Coface shares by Natixis may be subject to specific legal or regulatory restrictions in certain jurisdictions. Natixis, its shareholders and its affiliates take no responsibility for any violation of any such restrictions by any person.
This press release does not constitute an offer or a solicitation to sell or subscribe requiring a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”).
This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.
In France, the offer and sale of the Coface shares by Natixis will be carried out through a private placement to qualified investors as defined in point (e) of Article 2 of the Prospectus Regulation and in accordance with articles L. 411-1 and L.411-2, II of the French Monetary and Financial Code and other applicable laws and regulations. There will be no public offering in France.
With respect to the member states of the European Economic Area, other than France, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such Member States. In Member States, this press release and any offer if made subsequently are directed exclusively at persons who are “qualified investors” and acting for their own account within the meaning of the Prospectus Regulation.
In the United Kingdom, this press release is not an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended (FSMA). This press release is directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (iii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iv) other persons to whom this document may be lawfully communicated (all persons listed in (i), (ii), (iii) and (iv) above being referred to as Relevant Persons). The securities of Coface described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.
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.
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. 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 “Securities Act”), or exempt from registration. The shares of Coface have not been and are not being registered under the Securities Act and neither Natixis, nor any of its shareholders or its affiliates intend to register any portion of the proposed offering in the United States or to conduct a public offering of securities in the United States.
Any investment decision to buy shares in Coface must be made solely on the basis of publicly available information regarding Coface. Such information is not the responsibility of Natixis and has not been independently verified by Natixis.
This press release may not be published, forwarded or distributed in the United States, South Africa, Canada, Australia or Japan.