Sale of Alstom shares by Bouygues
Bouygues : sales of Alstom shares by Bouygues
Press release – Paris, 29/09/2020
Sale of Alstom shares by Bouygues
Not for distribution,
directly or indirectly, in the United States, Canada, Australia or
Japan
Bouygues S.A.
(“Bouygues”), whose stake in Alstom S.A. (“Alstom”)
amounts to approximately 32.9 million shares (representing
approximately 14.5% of its share capital) announces that it intends
to sell 11 million shares (representing approximately 4.8% of its
share capital). This transaction would follow the sale of 29.15
million of Alstom shares in September 2019.
Bouygues enters into a
forward sale transaction (the “Forward Sale Transaction”)
with BNP Paribas (subject to the effective completion of the
Offering as described below), which settlement will occur on
November 3rd, 2020.
Upon physical
settlement of the Forward Sale Transaction, Bouygues will retain a
stake of approximately 9.7% of Alstom share capital. Until the
physical settlement of the Forward Sale Transaction, Bouygues will
retain the full ownership of its 32.9 million shares and associated
65.9 million voting rights in order to vote in favour of the
contemplated acquisition of Bombardier Transportation at the
upcoming extraordinary shareholders’ meeting on October 29th, 2020.
Bouygues reiterates its confidence in Alstom’s management team and
its strategy.
In order to hedge the
Forward Sale Transaction, BNP Paribas will conduct an accelerated
bookbuilt offering to qualified investors (the “Offering”
and together with the Forward Sale Transaction, the
“Transaction”) for an equivalent number of shares under the
Forward Sale Transaction. The Offering will commence with immediate
effect following this announcement. Bouygues will announce the
results of the Offering at the end of the bookbuilding
process.
This Transaction will
provide Bouygues with increased financial flexibility.
Bouygues has agreed to
enter into a lock-up undertaking on its shareholding in Alstom of
90 days post the Offering settlement, subject to customary
exceptions.
BNP Paribas is acting
as sole global coordinator.
Alstom shares are
listed on the regulated market of Euronext in Paris (ISIN code:
FR0010220475).
DISCLAIMER
- The Transaction was considered by Bouygues SA, before its
disclosure, as inside information within the meaning of the
applicable regulations (Article 7.1 of EU Regulation 596/2014,
April 16, 2014).
Responsible for notification: Arnauld van Eeckhout, General
Counsel.
This press release
does not constitute an offer to sell securities, and the sale of
securities does not constitute a public offer other than the one to
qualified investors only, including in France.
No communication and
no information in respect of the sale by Bouygues of Alstom 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 Alstom shares on behalf of Bouygues may be
subject to specific legal or regulatory restrictions in certain
jurisdictions. Bouygues, its shareholders and its affiliates take
no responsibility for any violation of any such restrictions by any
person.
This press release is
an advertisement and not 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 press release and
the information contained herein do not, and shall not, constitute
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 Alstom shares will be carried out through an offer
to the benefit of qualified investors, as defined in Article
2(1)(e) of the Prospectus Regulation and in accordance with article
L.411-2, 1° 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 (the "Member
States"), 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 Alstom 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
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 Alstom have not been and are not being registered
under the Securities Act and neither Bouygues, 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 Alstom must be made solely on the basis
of publicly available information regarding Alstom. Such
information is not the responsibility of Bouygues or BNP Paribas
and has not been independently verified by Bouygues or BNP
Paribas.
BNP Paribas is acting
for Bouygues and no one else in connection with the placing and
will not be responsible to anyone other than Bouygues for providing
the protections afforded to clients of BNP Paribas nor for
providing advice in connection with the placing.
This press release may
not be published, forwarded or distributed, directly or indirectly,
in the United States, Canada, Australia or Japan.
ABOUT
BOUYGUES
Bouygues is a
diversified services group with a strong corporate culture whose
businesses are organised around three sectors of activity:
Construction, with Bouygues Construction (building & civil
works and energies & services), Bouygues Immobilier (property
development) and Colas (roads); Telecoms, with Bouygues Telecom,
and Media, with TF1.
PRESS CONTACT :
presse@bouygues.com •
Tél. : +33 (0)1 44 20 12 01
INVESTORS CONTACT :
investors@bouygues.com •
Tel: +33 (0)1 44 20 10 79
BOUYGUES SA • 32
avenue Hoche • 75378 Paris CEDEX 08
BOUYGUES: Sale of Alstom shares by Bouygues
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