Espirito Santo Fin Announcement re: Rights Issue
28 May 2014 - 2:44AM
UK Regulatory
TIDMEOS
Crédit Agricole, S.A. Group and Espírito Santo Financial Group,
S.A. announce proposed placing of rights of Banco Espírito
Santo
Luxembourg/Portugal - Espírito Santo Financial Group S.A.
("ESFG") (NYSE Euronext Lisbon: ESF; Bloomberg: ESF PL; Reuters:
ESF LS) today announces:
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 EUR0.65, 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.
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.
This information is provided by Business Wire
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