PRESS RELEASE May 27, 2014
Crédit Agricole S.A. Group and Espírito Santo Financial Group, S.A. announce
proposed placing of rights of Banco Espírito Santo
Crédit Agricole S.A., Group and Espírito Santo Financial Group, S.A. (directly and through Espírito Santo Financial (Portugal), SGPS, S.A., together "ESFG"), are launching a placing of a maximum of c. 999.6 million pre-emptive subscription rights ("Rights") of Banco Espirito Santo ("BES") exclusively to qualified investors outside of the United States via an accelerated bookbuilding process (the "Placing").
Crédit Agricole S.A. Group and ESFG owned at the date of the announcement of the capital increase 20.1% and 27.4%, respectively, of BES and will sell up to 667.3 million and 332.3 million Rights, respectively, in the Placing (the "Sold Rights"). Crédit Agricole and ESFG have disclosed their intention to subscribe the remainder of their Rights in the BES rights issue (the "Rights Issue") to the extent required to hold, after the settlement of the Rights Issue, no less than the number of shares held on 15 May 2014. Their pro-forma stakes, post placement of the block of rights and final subscription of their remaining rights, are expected to be approximately 15% and 25% respectively.
Holders of the Rights, subject to compliance with applicable law, will be entitled to subscribe in the BES Rights Issue, at the subscription price of €0.65, for a number of new shares in BES determined by multiplying the number of Rights they hold by a factor of 0.4.
Assuming sale of the maximum amount of the Sold Rights, Crédit Agricole S.A. Group and ESFG will not sell any further rights or shares prior to closing of the rights issue and will not sell their remaining shareholding in BES through the 180 days following the physical settlement of the Rights Issue.
Crédit Agricole CIB, Espirito Santo Investment Bank, Morgan Stanley and UBS Investment Bank are acting as Joint Bookrunners of this transaction. Books for the Placing open immediately.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement has been issued by and is the sole responsibility of Crédit Agricole, S.A. and Espírito Santo Financial Group, S.A.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, absent registration or an exemption from registration. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful.
In the United Kingdom, this communication is only being distributed to, and is directed solely at persons who are "qualified investors" within the meaning of Article 2(1)(E) of the Prospectus Directive and who are (i) persons who have professional experience in matters relating to investments and falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associates, etc.") of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
