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Faurecia S.E. (IRSH)

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Wednesday 27 November, 2019

Faurecia S.E.

Condition Satisfaction Redemption Notice

RNS Number : 8395U
Faurecia S.E.
27 November 2019
 

STOCK EXCHANGE ANNOUNCEMENT FOR IMMEDIATE RELEASE

Faurecia S.E. ("ISSUER")

27 November 2019

 

 

Re: Notice to the holders of the 700,000,000 3.625% Senior Notes due 2023

 

Reference is made to the trust deed dated 1 April 2016 (together the "Trust Deed"), between the Issuer and Citibank, N.A., London Branch (the "Trustee") constituting the Notes.  Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings set out in the Trust Deed.

 

On 13 November 2019, the Issuer gave conditional notice to the holders of its €700,000,000 3.625% Senior Notes due 2023 (ISIN:  XS1384278203;  Common  Code: 138427820)  (the "2023 Notes") that, pursuant to Condition 3.3 (Optional Redemption on or after 15 June 2019) of the 2023 Notes it is exercising its option to redeem any 2023 Notes that are not validly tendered and accepted for purchase in the tender offer announced by BNP Paribas (the "Offeror") on 13 November 2019 (the "Outstanding 2023 Notes") (the "Tender Offer").

 

The Issuer's obligation to redeem the Outstanding 2023 Notes was conditional upon (a) completion of the Tender Offer and (b) the issue of new senior notes by the Issuer (the "New Notes") in an aggregate principal amount at least equal to the aggregate principal amount of (i) the 2023 Notes which are purchased pursuant to the Tender Offer and (ii) Outstanding 2023 Notes (the "New Issue Condition").

 

On 25 November 2019, the Offeror announced that €531,960,000 in aggregate principal amount of 2023 Notes had been validly tendered and accepted for purchase by the Offeror in the Tender Offer and on 25 November 2019 the Tender Offer was completed. The Issuer has, on the date of this Notice, issued New Notes in an aggregate principal amount of €700,000,000.

 

The New Issue Condition has therefore been satisfied and the Issuer's obligation to redeem the Outstanding 2023 Notes is now unconditional. 

 

Accordingly, the Issuer will redeem €168,040,000 in aggregate principal amount of Outstanding 2023 Notes on 28 November 2019 (the "Redemption Date") and the record date will be 27 November 2019 (the "Record Date").  The Outstanding 2023 Notes will be redeemed at a redemption price of €173,844,638.39 comprising (i) 101.813% of the principal amount of €168,040,000 and (ii) accrued and unpaid interest to the Redemption Date. 

 

Enquiries about the above notice should be directed to the Issuer as set out below:

Faurecia S.E.

23-27 Avenue des Champs Pierreux

92000 Nanterre

France

 

Attention: Group General Counsel

Facsimile No. +33 1 72 36 70 70

 

This announcement has been issued on Euronext Dublin and delivered to the clearing systems for onward communication to accountholders in accordance with Condition 16 (Notices) of the 2023 Notes. 

 

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the United States.

 

The New Notes have not been, and will not be, registered in the United States under the US Securities Act of 1933 (the "Securities Act").  The New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.  There will be no public offer of the New Notes in the United States.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, FRANCE, THE UNITED KINGDOM OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 


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