Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan
NANTERRE (FRANCE)
APRIL 24, 2024
FORVIA TO OFFER AN ADDITIONAL €200 MILLION OF 5.500% SENIOR NOTES DUE 2031 AIMING TO PARTIALLY REFINANCE ITS 7.250% 2026 BONDS
FORVIA has announced today that it will make an offering of €200 million of 5.500% senior notes due 2031 (the “New Notes”) which will be consolidated with and form a single series with the €500 million 5.500% Senior Notes due 2031 issued on 11 March 2024 (ISIN Code: XS2774392638) after the expiry of a 40-days distribution compliance period. The completion of the offering of the New Notes is subject to market conditions.
FORVIA intends to use the proceeds of the offering of the New Notes to fund the repurchase in part of FORVIA’s 7.250% sustainability-linked notes due 2026 (the “Existing Notes”) in a cash tender offer (the “Tender Offer”). The Tender Offer was launched today and remains subject to conditions, such as the completion of the offering of the New Notes. FORVIA plans to repurchase the Existing Notes in an amount up to the principal amount of the New Notes. The final amount of Existing Notes accepted in the Tender Offer will be subject to the final amounts of tenders received.
In addition, if, in FORVIA’s discretion, substantial proceeds remain, FORVIA intends to use such remaining proceeds to partially redeem the Existing Notes (the “Redemption”). FORVIA today issued a conditional notice of the Redemption to holders of the Existing Notes. The Redemption is subject to the completion of the offering of the New Notes and the completion of the Tender Offer with the principal amount of the Existing Notes validly tendered and accepted therein being substantially less than the principal amount of the New Notes issued.
| PRESS | ANALYSTS/INVESTORS |
| Christophe MALBRANQUE Group Media Relations Director +33 (0) 6 21 96 23 53 christophe.malbranque@forvia.com | Marc MAILLET Group Head of Investor Relations +33 (0) 1 72 36 75 70 marc.maillet@forvia.com |
| Iria MONTOUTO Group Media Relations Officer +33 (0) 6 01 03 19 89 iria.montouto@forvia.com | Sébastien LEROY Group Deputy Investor Relations Director +33 (0) 6 26 89 33 69 sebastien.leroy@forvia.com |
About FORVIA, whose mission is: “We pioneer technology for mobility experiences that matter to people”.
FORVIA, 7th global automotive technology supplier, comprises the complementary technology and industrial strengths of Faurecia and HELLA. With close to 260 industrial sites and 78 R&D centers, 153,000 people, including 15,000 R&D engineers across 40+ countries, FORVIA provides a unique and comprehensive approach to the automotive challenges of today and tomorrow. Composed of six Business Groups and a strong IP portfolio of over 13,400 patents, FORVIA is focused on becoming the preferred innovation and integration partner for OEMS worldwide. In 2023, the Group recorded consolidated sales above 27 billion euros. FORVIA SE is listed on the Euronext Paris market under the FRVIA mnemonic code and is a component of the CAC Next 20 and CAC SBT 1.5° indices. FORVIA aims to be a change maker committed to foreseeing and making the mobility transformation happen. www.forvia.com
IMPORTANT NOTICE
This document is not an offer of securities for sale in the United States. The notes being offered by Forvia (the "Notes") may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of Notes described in this announcement has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.
Nothing herein shall be construed as an offer to purchase or a solicitation of an offer to sell or buy any notes, including the Existing Notes. Nothing herein constitutes a notice of redemption for the Existing Notes.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is directed solely at (i) persons located outside the United Kingdom, (ii) persons with 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 “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities of the Issuer or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) – (iv) above being “relevant persons”). Any investment activity to which this announcement relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this announcement.
The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Regulation EU 2017/1129, as amended (the "Prospectus Regulation") or an offer to the public.
The offer and sale of the Notes will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) or an offer to the public.
MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in EEA.
MiFIR professionals/ECPs-only/No UK PRIIPs KID – Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the UK.
Neither the content of Forvia’s website nor any website accessible by hyperlinks on Forvia’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into any jurisdiction may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, no money, securities or other consideration will be accepted.
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