This press release may not be distributed, either directly or indirectly, in the United States of America, Canada, Australia or Japan
- The shares of La Française des Jeux (FDJ) have been admitted to trading on the regulated market of Euronext Paris ("Euronext Paris") since 21 November 2019
- The strong demand for its shares and the subsequent appreciation of the share price show the great interest FDJ sparks among many French and international investors
- As a result, the over-allotment option has been fully exercised. The total size of the Offering has therefore been increased to approximately €1.826 billion, making this IPO the biggest on Euronext Paris since 2005
- The size of the free float represents around 50% of the number of existing shares
La Française des Jeux (Paris:FDJ) (ISIN code: FR0013451333, ticker: FDJ) announces that, as part of its initial public offering on Euronext Paris, BNP Paribas, as a stabilising agent, acting in the name and on behalf of the underwriters of the Offering, has exercised the over-allotment option in its entirety, resulting in the transfer by the Agence des Participations de l'Etat (APE) of 11,350,028 additional existing shares in a total amount of €225.87 million at the price of the global placement, i.e. 19.90 euros per share. As a result, the total number of FDJ shares offered as part of the initial public offering amounted to 92,491,659 (excluding the Employee Reserved Offering), bringing the size of the Offering (excluding the Employee Reserved Offering) to approximately €1.826 billion. The free float now represents about 50% of the company's share capital.
In addition, in accordance with the provisions of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and of European Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 on the conditions applicable to buyback programmes and stabilisation measures, BNP Paribas, in its capacity as stabilising agent, declares that no stabilisation measures were performed as part of the IPO of FDJ. The stabilisation period began on 20 November 2019 and ended today, 4 December 2019.
Lastly, FDJ announces that the next meeting of the Board of Directors will be asked to approve the establishment of a liquidity contract, the details of which will be disclosed at a later date.
Information available to the public
Copies of the prospectus approved by the AMF on 6 November 2019 under number 19-514, comprising the registration document approved on 17 October 2019 under number I.19-035, a securities note and a summary of the prospectus (included in the securities note), are available free of charge and upon request from La Française des Jeux, on the website dedicated to FDJ's privatisation (www.fdj-devenir-actionnaire.com) and on the AMF website (www.amf-france.org), and free of charge and upon written request to La Française des Jeux (3-7 quai du Point du Jour 92100 Boulogne-Billancourt, France).
The Group draws the public's attention to the risk factors described in Chapter 3 of the Registration Document and Section 2 of the securities note. The occurrence of one or more of these risks may have a material adverse effect on the Group's business, reputation, financial position, results or outlook, as well as the market price of FDJ shares.
About Française des Jeux (FDJ)
FDJ is the historical and unique lottery operator in France, the #2 in Europe and #4 worldwide. It is also the main sports betting operator in France. FDJ offers a range of around 85 enjoyable, responsible games to the general public, both at points of sale and online: lottery games draw games (Loto, Euromillions, etc.) and instant games (Millionnaire, Cash, jeux Mission Patrimoine, Astro, Vegas, etc.) and sports betting (Parions Sport).
FDJ's performances are driven by its portfolio of iconic brands, its local sales network, which is the largest in France, a growing market, investment, and a strategic innovation drive aimed at enhancing the appeal of its offer and distribution network.
FDJ had some 25 million players and over 30,000 points of sale in 2018, when it collected €15.8 billion in stakes, contributed €3.5 billion to the public finances and paid out €785 million to its offline distribution network.
FDJ Group is listed on the regulated market of Euronext Paris (Compartment A FDJ.PA)
For further information, see the Group website: www.groupefdj.com
This press release does not, and shall not, be deemed to constitute a public offering or an offer to buy or as designed to solicit the public's interest for purposes of a public offering.
No communication and no information in respect of this transaction or of FDJ Group may be distributed to the public in a country where registration or approval obligations must be fulfilled. No action has been taken (or will be taken) in any country (outside France) in which such steps are required. The purchase of FDJ Group's shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. FDJ Group assumes no responsibility for any violation of any such restrictions by any person.
This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). The prospectus approved by the AMF is available on the AMF's website (www.amf-france.org) and on the company's website dedicated to the IPO (www.fdj- devenir-actionnaire.com).
In France, an offer of securities to the public may only be made pursuant to a prospectus approved by the AMF. With respect to the member States of the European Economic Area (the "Member States"), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the shares requiring a publication of a prospectus in any relevant Member States. Consequently, the securities may not be offered and will not be offered in any Member State (other than France), except in accordance with the exemptions set out in Article 1(4) of the Prospectus Regulation, or in the other cases that do not require the publication by FDJ Group of a prospectus pursuant to the Prospectus Regulation and/or applicable regulations in the Member States.
This press release does not constitute an offer of the securities to the public in the United Kingdom. This press release has not been issued or approved for issue by an "authorised person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. Consequently, this press release is intended solely for (i) persons located outside the United Kingdom, (ii) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (iii) persons referred to in Article 49(2) (a) to (d) (companies with significant shareholders' equity, non-registered associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (persons cited in paragraphs (i), (ii) and (iii) all of whom being designated as "Eligible Persons"). The securities of FDJ Group are directed only at Eligible Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of FDJ Group may be proposed or made other than with Eligible Persons. Any person other than an Eligible Person may not act or rely on this document or any provision thereof. This press release is not a prospectus approved by the Financial Conduct Authority or any other UK 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 or any other jurisdiction (other than France). Securities may not be offered, subscribed or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or are exempt from registration. The shares of FDJ Group have not been and will not be registered under the U.S. Securities Act and FDJ Group does not intend to make a public offer of its shares in the United States.
Distribution of the present press release in certain jurisdictions may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. This press release should not be published, transmitted or distributed, either directly or indirectly, in the United States, Canada, Australia or Japan.
Information to distributors
In accordance with the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (within the meaning of the Governance Requirements) may otherwise have with respect thereto, the shares offered in the Offering (the "Offered Shares") have been subject to an approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.
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