EDENRED (EPA:EDEN) - Edenred launches an inaugural offering of Sustainability-Linked Bonds Convertible into New shares and/or Exchangeable for Existing Shares (OCEANE) due 2028 for a nominal amount of approximately €400 million

Transparency directive : regulatory news

09/06/2021 08:30

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

This press release is for information purpose only and does not constitute an
offer to sell or a solicitation of an offer to buy any securities and the offer
of the Bonds (as defined below) does not constitute a public offering (other
than to qualified investors) in any jurisdiction, including France. The Bonds
will be offered only to qualified investors which include, for the purposes of
this press release, professional clients and eligible counterparties (as
defined hereafter). The Bonds may not be offered or sold to retail investors
(as defined hereafter). No Key  Information Document under the EU PRIIPS
Regulation or the UK PRIIPS Regulation has been nor will be prepared.

Press release
June 9, 2021

Edenred launches an inaugural offering of Sustainability-Linked Bonds
Convertible into New shares and/or Exchangeable for Existing Shares (OCEANE)
due 2028 for a nominal amount of approximately EUR400 million

Edenred (Euronext Paris: FR0010908533) (the "Company") announces today the
launch of an inaugural offering of sustainability-linked bonds convertible into
new  shares  and/or exchangeable for existing shares ("OCEANE") due 2028 (the
"Bonds") by way of a placement to qualified investors only as defined in
article 2(e) of  Regulation  (EU)  2017/1129  in accordance with Article L.
411-2, 1° of the French monetary and financial code  (Code monétaire et
financier), for a nominal amount of approximately EUR400 million (the
"Offering").

The net proceeds of the Offering will be used by the Company for general
corporate purposes, including the financing of potential external growth
operations.

The par value of the Bonds will be set at a premium of 37.5% to 42.5% above
Edenred's reference share price(1) on the regulated market of Euronext in Paris
("Euronext Paris").

The Bonds will be issued with an issue price range of 100.875% to 104.500% of
par, which corresponds to a yield to maturity comprised between -0.63% and
-0.12% and will not bear interest.

The final terms of the Bonds are expected to  be  announced  today  and  the
settlement- delivery of the Bonds is expected to take place on June14, 2021
(the "Issue Date").

Unless previously converted, exchanged, redeemed or purchased and cancelled,
the Bonds will be redeemed at par on June 14, 2028 (or on the following
business day if this date is not a business day).

The Bonds may be redeemed prior to maturity at the option of the Company, under
certain conditions. In particular, the Bonds may be fully redeemed earlier at
par, at the Company's option from June 14, 2026 until the maturity date of the
Bonds, subject to a prior notice of at least 30 calendar days (without
exceeding 90 calendar days), if the arithmetic average, calculated over a
period of 20 consecutive trading days chosen by the Company from amongst the 40
consecutive trading days preceding the publication of the early redemption
notice, of the products of Edenred's volume weighted average price on Euronext
Paris on each trading day of the considered period and the applicable
conversion ratio on each such trading day exceeds 130% of the par value of the
Bonds.

(1) The reference share price will be equal to the volume-weighted average
price of  Edenred's shares recorded on the regulated market of Euronext Paris
from the start of trading on June 9, 2021 until the determination of the final
terms of the Bonds on the same day.

Upon a change of control or a delisting event, as these terms are defined in
the conditions of the Bonds, all bondholders will have an option to request an
early repayment of their Bonds, at a price equal to par value.

Application will be made for the listing of the Bonds on Euronext AccessTM of
Euronext in Paris to occur within 30 days from the Issue Date.

In line with Edenred's Sustainability-Linked Bond Framework, if, as of December
31, 2025, the Company does not meet the Sustainability Performance Target
Minimum Score Condition (as defined below), Edenred shall pay in respect of
each Bond, an amount equal to 0.50% of their par value (the "Premium Payment
Amount") no later than the date falling 30 calendar days following the
Sustainability Performance Target Date. For the avoidance of any doubts, Bonds
which are repurchased by the Company, redeemed or converted on or before the
Sustainability Performance Target Date are not entitled to the payment of any
Premium Payment Amount.

Edenred's Sustainability-Linked Bond Framework

Edenred published today its first Sustainability-Linked Bond Framework (the
"Framework") which covers all debt instruments whose financial characteristics
are linked with sustainability performance targets. The detailed methodology is
presented in the Framework.

Edenred has selected one KPI from each of the 3 pillars of its sustainability
strategy "Ideal People, Ideal Planet, Ideal Progress":

Key Performance Indicator            Sustainability Performance Target by 2025
KPI 1 (Ideal People)
% women among executive positions                  at least 34%

KPI 2 (Ideal Planet)
Greenhouse gas (GHG)emissions reduction  Reducing Scope 1 and 2 Greenhouse
                                           Gas (GHG) emissions in teq
                                       CO2: by at least 15% (vs 2019 level)
KPI 3 (Ideal Progress)
% of food users & merchants made
aware of balanced nutrition and food
waste                                             at least 64%

The Sustainability Performance Target Minimum Score Condition will be met if
Edenred reaches at least 2 out of 3 of the above mentioned KPIs.

The Framework has been established in accordance with the Sustainability-Linked
Bond Principles (SLBP) administered by ICMA and reviewed by EthiFinance who
provided a Second

Party Opinion ("SPO") on June 4, 2021. Both the Framework and the SPO are
available on the Company's website: (www.edenred.com).

Conversion/Exchange Right

Bondholders will be granted a conversion/exchange right of the Bonds into new
and/or existing shares of the Company (the "Conversion/Exchange Right") which
they may exercise at any time from the Issue Date and until the 7th business
day (inclusive) preceding the maturity date or the relevant early redemption
date.

The conversion/exchange ratio is set at one share per Bond (subject to standard
adjustments in certain cases, as described in the conditions of the Bonds).

Upon exercise of their Conversion/Exchange Right, bondholders will receive at
the option of the Company new and/or existing Edenred shares.

The new and/or existing shares potentially received will carry in all cases all
rights attached to existing shares as from the date of delivery.

Company lock-up undertaking

In the context of the Offering, the Company will agree to a lock-up undertaking
on the issuance or sale of shares or of securities giving access to the share
capital, for a period starting from the announcement of the final terms of the
Bonds and ending 90 calendar days after the Issue Date, subject to certain
customary exceptions or waiver from the Global Coordinators.

Dilution

For illustrative purposes, based on a EUR400m nominal amount and a par value of
EUR66.71(2) per Bond, the dilution would approximately represent 2.40% of the
outstanding share capital(3), should the Company decide to exclusively deliver
new shares upon conversion.

Legal framework of the Offering and placement

The Bonds will be issued by way of a placement to qualified investors only as
defined in article 2(e) of Regulation (EU) 2017/1129, in accordance with
Article L. 411-2,1° of the French monetary and financial code (Code monétaire
et financier), as per the authorization granted by the Company's combined
general meeting held on May 7th, 2020  (18th resolution), via an accelerated
bookbuilt placement in France and/or outside of France (excluding in particular
the United States of America, Canada, Australia or Japan).

Existing shareholders of the Company shall have no preferential subscription
rights nor priority subscription period in connection with the issue of the
Bonds (nor the underlying new shares of the Company issued upon conversion as
the case may be).

Available information

The Offering of the Bonds is not subject to a prospectus approved by the
French  Financial Market Authority (Autorité des marchés financiers) (the
"AMF"). Detailed information on Edenred, including its business, results,
prospects and related risk factors are described in the Company's registration
document (Document d'enregistrement universel) filed with the AMF on March 29,
2021 under number D.21-0213, the Issuer's Sustainability-Linked Bond Framework,
and other regulated information and all the press releases of the Company,
which are available on Edenred's website (www.edenred.com).

(2) Calculated on the basis of a reference share price of EUR47.65 (being the
closing share price on June 8, 2021) and a 40% conversion premium corresponding
to the mid-range of conversion premium.
(3) Calculated on the basis of the share capital post results of the 2020
dividend reinvestment plan.

Edenred is a leading digital platform for services and payments and the
everyday companion for people at work, connecting over 50 million users and 2
million partner merchants in 46 countries via more than 850,000 corporate
clients.

Edenred offers specific-purpose payment solutions for food (such as meal
benefits), mobility (such as multi- energy, maintenance, toll, parking and
commuter solutions), incentives (such as gift cards, employee engagement
platforms) and corporate payments (such as virtual cards).

True to the Group's purpose, "Enrich connections. For good.", these solutions
enhance users' well-being and purchasing power. They improve companies'
attractiveness and efficiency, and vitalize the employment market and the local
economy. They also foster access to healthier food, more environmentally
friendly products and softer mobility.

Edenred's 10,000 employees are committed to making the world of work a
connected ecosystem that is safer, more efficient and more responsible every
day.

In 2020, thanks to its global technology assets, the Group managed close to
EUR30 billion in business volume, primarily carried out via mobile
applications, online platforms and cards.

Edenred is listed on the Euronext Paris stock exchange and included in the
following indices: CAC Next 20, FTSE4Good and MSCI Europe.

The logos and other trademarks mentioned and featured in this press release are
registered trademarks of Edenred S.E., its subsidiaries or third parties. They
may not be used for commercial purposes without prior written consent from
their owners.

CONTACTS

Communications Department

Emmanuelle Châtelain
+33 (0)1 86 67 24 36
emmanuelle.chatelain@edenred.com

Media Relations

Matthieu Santalucia
+33 (0)1 86 67 22 63
matthieu.santalucia@edenred.com

Investor Relations

Cédric Appert
+33 (0)1 86 67 24 99
cedric.appert@edenred.com

Loïc Da Silva
+33 (0)1 86 67 20 67
loic.dasilva@edenred.com

                                    Disclaimer
                              Important information

This press release may not be released, published or distributed, directly or
indirectly, in or into the United States of America, Australia, Canada or
Japan. The distribution of this press release may be restricted by law in
certain jurisdictions and persons into whose possession any document or other
information referred to herein comes, should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

No communication or information relating to the offering of the Bonds may be
transmitted to the public in a country where there is a registration obligation
or where an approval is required. No action has been or will be taken in any
country in which such registration or approval would be required. The issuance
or the subscription of the Bonds may be subject to legal and regulatory
restrictions in certain jurisdictions; none of Edenred and the [financial
intermediaries / Joint Bookrunners] assumes any liability in connection with
the breach by any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and Regulation (EU)
2017/1129 as it forms part of domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation").

This press release is not an offer to the public, an offer to subscribe or
designed to solicit interest for purposes of an offer to the public other than
to qualified investors in any jurisdiction, including France.

The Bonds will be offered only by way of a placement in France and/or outside
France (excluding the United States of America, Australia, Canada and Japan),
solely to qualified investors defined in point (e) of article 2 of the
Prospectus Regulation and article 2 of the UK Prospectus Regulation and there
will be no public offering in any country (including France) in connection with
the Bonds, other than to qualified investors. This press release does not
constitute a recommendation concerning the offer of the Bonds. The value of the
Bonds and the shares of Edenred can decrease as well as increase. Potential
investors should consult a professional adviser as to the suitability of the
Bonds for them.

Prohibition of sales to European Economic Area retail investors

No action has been undertaken or will be undertaken to make available any Bonds
to any retail investor in the European Economic Area (EEA). For the purposes of
this press release:

(a) The expression "retail investor" means a person who is one (or more) of the
following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or

(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) or MiFID II; or

(iii) a person other than a "qualified investor" as defined in the Prospectus
Regulation; and

(b) The expression "offer" includes the communication in any form and by any
means of sufficient information on the terms of the offer and the Bonds to be
offered so as to enable an investor to decide to purchase or subscribe the
Bonds.

Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
Bonds or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Bonds or otherwise making
them available to any retail investor in the EEA may be unlawful under the EU
PRIIPS Regulation.

Prohibition of sales to retail investors in the United Kingdom

No action has been undertaken or will be undertaken to make available any Bonds
to any retail investor in the United Kingdom.

For the purposes of this provision:

(a) the expression retail investor means a person who is one (or more) of the
following:

(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); or

(ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000 (as amended, "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or

(iii) not a qualified investor as defined in article 2 of the UK Prospectus
Regulation as it forms part of domestic law by virtue of the EUWA; and

(b) the expression an "offer" includes the communication in any form and by any
means of sufficient information on the terms of the offer and the Bonds to be
offered so as to enable an investor to decide to purchase or subscribe for the
Bonds.

Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Bonds or otherwise making them
available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the Bonds or otherwise making them available to
any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.

France

The Bonds have not been and will not be offered or sold or cause to be offered
or sold, directly or indirectly, to the public in France other than to
qualified investors. Any offer or sale of the Bonds and distribution of any
offering material relating to the Bonds have been and will be made in France
only to qualified investors as defined in point (e) of article 2 of the
Prospectus Regulation.

United Kingdom

This press release is addressed and directed only (i) to persons located
outside the United Kingdom, (ii) to investment professionals ("Investment
Professionals") as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),
(iii) to people designated by Article 49(2) (a) to (d) of the Order or (iv) to
any other person to whom this press release may otherwise lawfully be
communicated pursuant to applicable law (the persons mentioned in paragraphs
(i), (ii), (iii) and (iv) all deemed relevant persons (the "Relevant
Persons")). The Bonds and, as the case may be, the shares of Edenred to be
delivered upon exercise of the conversion rights (the "Financial Instruments"),
are intended only for Relevant Persons and any invitation, offer of contract
related to the subscription, tender, or acquisition of the Financial
Instruments may be addressed and/or concluded only with Relevant Persons. All
persons other than Relevant Persons must abstain from using or relying on this
document and all information contained therein.

This press release is not a prospectus which has been approved by the Financial
Conduct Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Financial Services and Markets Act 2000.

United States of America

This press release may not be released, published or distributed in or into the
United States (as defined in Regulation S under the Securities Act)
("Regulation S"). This press release does not constitute or form a part of an
offer of securities for sale or an offer of securities for sale or of any offer
or solicitation to purchase securities except to persons located outside of the
United States in offshore transactions (as defined in Regulation S). The Bonds
will be offered or sold only to persons located outside of the United States in
offshore transactions (as defined in Regulation S. Edenred does not intend to
register any portion of the proposed offering of the Bonds in the United States
and no public offering will be made in the United States.

Australia, Canada and Japan

The Bonds may not and will not be offered, sold or purchased in Australia,
Canada or Japan. The information contained in this press release does not
constitute an offer of securities for sale in Australia, Canada or Japan.

The distribution of this press release in certain countries may constitute a
breach of applicable law.

MIFID II product governance/Target market: French Retail investors,
professional investors and ECPs only target market - Solely for the purposes of
each manufacturer's product approval process, the target market assessment in
respect of the Bonds has led to the conclusion that: (i) the target market for
the Bonds is French retail investors, eligible counterparties and professional
clients, each as defined in MiFID II; and (ii) all channels for distribution of
the Bonds to French retail investors, eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or
recommending the Bonds (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in
respect of the Bonds (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels. For the
avoidance of doubt, even if the target market includes French retail investors,
the manufacturers have decided that the Bonds will be offered, as part of the
initial offering, only to eligible counterparties and professional clients.

EDENRED's latest news

03/05/2024 17:50

EDENRED (EPA:EDEN) - Edenred launches an inaugural offering of Sustainability-Linked Bonds Convertible into New shares and/or Exchangeable for Existing Shares (OCEANE) due 2028 for a nominal amount of approximately €400 million

Transparency directive : regulatory news

EDENRED's latest news

Other stories