Not for distribution in Canada, Japan or Australia
Europcar Mobility Group S.A. ("Europcar Mobility Group" or the "Company") (Paris:EUCAR), a société anonyme organised under the laws of France, today announced that EC Finance plc has priced its offering (the "Notes Offering") of €500 million Sustainability-Linked Senior Secured Notes due 2026 (the "Sustainability-Linked Notes
The Sustainability-Linked Notes will bear interest at a rate of 3.0% per annum, subject to adjustments described below, payable semi-annually. The Notes Offering is expected to close on October 7, 2021, subject to customary closing conditions.
The gross proceeds from the Notes Offering, together with cash-on-hand, will be used for:
early redemption in full of the 2.375% Senior Secured Notes due 2022 issued by EC Finance plc (the "2022 Notes"), including redemption premium, and
- payment of related costs, fees and expenses.
As part of this Notes Offering, Europcar Mobility Group has established robust and ambitious sustainability performance targets, namely: (1) reducing carbon emissions for its car and van fleet to reach an average of 93 g CO2/km and 144 g CO2/km respectively by the end of 2024 and (2) its target to have green vehicles (less than 50 g CO2/km) account for 20% of its car and van fleet by the end of 2024. These two goals constitute the sustainability performance targets applicable to the Sustainability-Linked Notes. Under the terms of the Sustainability-Linked Notes, if Europcar Mobility Group does not satisfy either or both of the sustainability performance targets prior to December 31, 2024 ("Testing Date"), the interest rate applicable to the Sustainability-Linked Notes will be increased. The interest rate will be increased by 0.125% per annum on the Testing Date if the first sustainability performance target has not been met, and by 0.125% per annum on the Testing Date if the second sustainability performance target has not been met.
The Sustainability-Linked Financing Framework is available here:
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any offer, solicitation or sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This announcement is solely an advertisement and does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation
This press release does not, and shall not, in any circumstances constitute a public offering by Europcar Mobility Group of Sustainability-Linked Notes nor an invitation to the public in connection with any offer. No action has been or will be taken in any country or jurisdiction that would permit a public offering of the Sustainability-Linked Notes, or the possession or distribution of this press release or any other offering or publicity material relating to the Sustainability-Linked Notes, in any country or jurisdiction where action for that purpose is required. The offering or subscription of the Sustainability-Linked Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. Europcar Mobility Group does not take any responsibility for any violation of any such restrictions by any person.
The Sustainability-Linked Notes will be offered only to qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive.
With respect to the Member States of the European Economic Area other than France (each, a "relevant Member State") no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant Member State. As a result, the Sustainability-Linked Notes can only be offered and will only be offered in relevant Member States (a) to legal entities that are qualified investors as defined in the Prospectus Regulation, or (b) in accordance with the other exemptions of Article 1(4) of the Prospectus Regulation.
For the purposes of this paragraph, the notion of an "offer to the public of securities" in each of the relevant Member States, means any communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.
This selling restriction comes in addition to the other selling restrictions applicable in the relevant Member States.
This press release does not constitute or form 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 Securities Act of 1933, as amended (the "Securities Act") or exempt from registration thereunder. The Sustainability-Linked Notes have not been and are not being registered under the Securities Act and Europcar Mobility Group, nor any of its shareholders or 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. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
This announcement is directed only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The Sustainability-Linked Notes are being offered solely to "qualified investors" pursuant to the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation
This press release may not be published, forwarded or distributed in Canada, Australia or Japan.
MiFID II Product governance
According to 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, the target market assessment in respect of the Sustainability-Linked Notes offered in the global offering has led to the conclusion that: (i) the target market of the Sustainability-Linked Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Sustainability-Linked Notes to eligible counterparties and professional clients are appropriate (the "Target Market Assessment"). Any person subsequently offering, selling or recommending the Sustainability-Linked Notes (a "distributor") should take into consideration the manufacturer's Target Market Assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Sustainability-Linked Notes (by either adopting or refining the manufacturer's Target Market Assessment) and determining appropriate distribution channels.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Sustainability-Linked Notes, has led to the conclusion that: (i) the target market for the Sustainability-Linked Notes is only eligible counterparties, as defined in the Financial Conduct Authority ("FCA") Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) 600/2014, as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Sustainability-Linked Notes to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment"). Any person subsequently offering, selling or recommending the securities (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Sustainability-Linked Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The Target Market Assessment is conducted solely for the purposes of the manufacturer's product approval process and neither constitutes an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II nor a recommendation to invest in, or purchase, or take any other action whatsoever with respect to the Sustainability-Linked Notes. Notwithstanding the Target Market Assessment, the attention of distributors is drawn to the fact that: the price of the Sustainability-Linked Notes may decline and investors could lose all or part of their investment; the Sustainability-Linked Notes offer no guaranteed income and no capital protection; and that an investment in the Sustainability-Linked Notes is compatible only with investors who do not need a guaranteed income or capital protection, who are capable (either alone or in conjunction with an appropriate financial or other adviser) of evaluating the merits and risks of such an investment and have sufficient resources to be able to bear any losses that may result therefrom.
This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Europcar Mobility Group about further events and financial performance.
No assurances can be given that such events or performance will occur as project and actual results may differ materially from these projections.
About Europcar Mobility Group
Europcar Mobility Group is a major player in mobility markets and listed on Euronext Paris. Europcar Mobility Group's purpose is to offer attractive alternatives to vehicle ownership, in a responsible and sustainable manner. With this in mind, the Group offers a wide range of car and van rental services be it for a few hours, a few days, a week, a month or more with a fleet that is already "C02 light" and equipped with the latest engines, and which will be increasingly "green" in the years to come (more than 1/3 electric and hybrid vehicles by 2023).
Customers' satisfaction is at the heart of the Group's ambition and that of its employees. It also fuels the ongoing development of new offerings in the Group's three service lines Professional, Leisure and Proximity which respond to the specific needs and use cases of both businesses and individuals. The Group's 4 major brands are: Europcar the European leader of car rental and light commercial vehicle rental, Goldcar the low-cost car-rental Leader in Europe, InterRent 'mid-tier' car rental and Ubeeqo one of the European leaders of round-trip car-sharing (BtoB, BtoC). Europcar Mobility Group delivers its mobility solutions worldwide through an extensive network in over 140 countries (including wholly owned subsidiaries 18 in Europe, 1 in the USA, 2 in Australia and New Zealand completed by franchises and partners).
Further details on our website: www.europcar-mobility-group.com
This press release includes forward-looking statements based on current beliefs and expectations about future events. Such forward-looking statements may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and/or expectations with respect to future financial results, events, operations and services and product development, as well as statements, regarding performance or events. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates", "plans", "projects", "may", "would", "should" or the negative of these terms and similar expressions. Forward looking statements are not guarantees of future performance and are subject to inherent risks, uncertainties and assumptions about Europcar Mobility Group and its subsidiaries and investments, trends in their business, future capital expenditures and acquisitions, developments in respect of contingent liabilities, changes in economic conditions globally or in Europcar Mobility Group's principal markets, competitive conditions in the market and regulatory factors. Those events are uncertain; their outcome may differ from current expectations which may in turn materially affect expected results. Actual results may differ materially from those projected or implied in these forward-looking statements. Any forward-looking statement contained in this press release is made as of the date of this press release. Other than as required by applicable law, Europcar Mobility Group does not undertake to revise or update any forward-looking statements in light of new information or future events. The results and the Group's performance may also be affected by various risks and uncertainties, including without limitation, risks identified in the "Risk factors" of the Universal Registration Document registered by the Autorité des marchés financiers and also available on the Group's website: www.europcar-mobility-group.com. This press release does not contain or constitute an offer or invitation to purchase any securities in France, the United States or any other jurisdiction.
Regulated information related to this press release is available on the website:
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