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La Défense, April 26, 2022
Press Release
Indigo Group S.A. launches a partial tender offer for its EUR 650 million bond due 2025
As part of its active debt management and to take advantage of favorable market conditions, Indigo Group S.A. (the "Company") today announces its intention to tender a portion of its €650 million bond due 2025. The Company has appointed BNP Paribas and HSBC as Dealer Managers.
The Company is launching today a cash tender offer to repurchase, at the Company's discretion, the bonds issued on October 16, 2014 and May 7, 2015 maturing on April 16, 2025 for a total amount of €650 million and which are admitted to listing on the regulated market of Euronext Paris (ISIN: FR0012236669) (the "Existing Bonds") (the "Tender Offer"). The maximum acceptance amount of the Tender Offer is EUR 150 million in aggregate principal amount of the Existing Bonds.
The Tender Offer is subject to the terms and conditions described in a Tender Offer Memorandum dated April 26, 2022. The acceptance by the Company of the Existing Bonds tendered to the Tender Offer is at its sole discretion. It will depend, in particular, on compliance with the conditions set forth in the Tender Offer Memorandum.
The period during which the Existing Bonds may be tendered will begin on April 26, 2022 and end at 4:00 p.m. (Paris time) on May 4, 2022, with the results of the Tender Offer being announced as soon as reasonably practicable on May 5, 2022 (all subject to change due to extension, withdrawal, termination or modification of the Tender Offer). Settlement of the Tender Offer is expected to occur on May 9, 2022.
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Indigo Group
| Analysts / investors contact: | Press contact: | |||
| Noe Poyet | Benjamin Voron | |||
| ir@group-indigo.com | benjamin.voron@group-indigo.com | |||
Disclaimer
This press release does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to whom, such an invitation may not be made in accordance with applicable laws and regulations. The distribution of this press release in certain jurisdictions may be restricted by law. Persons in possession of this press release are required to inform themselves of and to observe any such legal and regulatory restrictions and should refer to the "Offer Restrictions" section of the Tender Offer Memorandum.
Offers to sell Existing Bonds pursuant to the Tender Offer by investors will not be accepted in any circumstances in which such tender offer or solicitation would be unlawful. The Company is not making any recommendation to investors as to whether or not they should participate in the Tender Offer.
United States
The Tender Offer is not being made, and will not be made, directly or indirectly in the United States of America (the "U.S.") by means of the mails, or any other means or instrumentality (including, without limitation, facsimile, telex, telephone, electronic mail, or any other means of electronic transmission) of interstate or foreign commerce, or the facilities of a national securities exchange in the U.S. or to any U.S. Person (US. Person, as defined in Regulation S under the Securities Act of 1933, as amended, the "Securities Act") (each, a "U.S. Person"). The Existing Bonds referred to above may not be tendered in the Tender Offer by any such means or contest in or from the United States or by persons located or resident in the United States (U.S. Holders, as defined in Rule 800(h) of the Securities Act). Accordingly, no copy of this document, the Tender Offer Memorandum or any other document relating to the Tender Offer is being or shall be, directly or indirectly, distributed, transferred or transmitted in any manner whatsoever (including, without limitation, by custodians, agents or trustees) in or into the United States or to any such person. Any offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be void, and any offer to sell made by a person located in or resident in the United States, or any agent, trustee or other intermediary acting, in a non-discretionary manner, in the name of and on behalf of a principal instructing from within the United States, will be void and will not be accepted.
The securities may not be offered or sold in the United States because of absent registration or an applicable exemption from the registration requirements of the Securities Act. This press release does not constitute an offer for sale of any financial securities in the United States. The financial securities referred to in this press release have not been and will not be registered under the Securities Act or the securities laws of any State of the United States or any other jurisdiction and may not be offered, sold or delivered, directly or indirectly, in the United States or to any U.S. Person.
For purposes of the foregoing paragraphs, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States and the District of Columbia.
France
This press release is only intended in France for qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council dated June 14, 2017, as amended (the "Prospectus Regulation") and only qualified investors are eligible to participate in the Tender Offer. The Tender Offer Memorandum and any other document relating to the Tender Offer may only be distributed to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation and in accordance with Article L. 341-2,1 of the French Code monétaire et financier. Neither the Tender Offer Memorandum nor any other document relating to the Tender Offer has been submitted to the Autorité des marchés financiers for approval.
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