JCDECAUX SE Not for release, publication or distribution in the United States,
Canada, Australia or Japan.
Paris, March 10, 2015
JCDecaux Holding S.A.S. announces the launch of the sale of a stake representing 5.4 % of the share capital of JCDecaux S.A.
JCDecaux Holding S.A.S., Decaux family's holding company and majority stockholder of JCDecaux S.A. (Euronext Paris : DEC), has launched today the sale of 12,000,000 shares of JCDecaux S.A., representing approximately 5.4 % of the share capital of the company, via an institutional private placement by way of an accelerated bookbuilding.
This is the first sale of JCDecaux S.A. shares by JCDecaux Holding S.A.S. since the company initial public offering in 2001. This transaction will increase the free float of JCDecaux S.A. Upon completion of the transaction, the number of shares publicly held would be equal to approximately 34.2 % of the share capital of the company.
This private placement is managed by Goldman Sachs International as sole bookrunner. The result of the private placement will be announced after the close of the bookbuilding process.
Upon completion of this transaction, JCDecaux Holding S.A.S. would hold 64.5% of the share capital and the voting rights of JCDecaux S.A. JCDecaux Holding S.A.S. intends to maintain its stake in the share capital of JCDecaux S.A. at this level[1]:
#_ftn1 on a long-term basis. In connection with this transaction, JCDecaux Holding S.A.S. has agreed to a 360-day lock-up period for the benefit of the bookrunner, subject to certain limited exceptions (including in case of shares buy-back by JCDecaux S.A. in the context of the simplified tender offer announced on March 5, 2015).
This press release does not constitute an offer to sell or a solicitation to buy any securities, and the offer of JCDecaux S.A. shares by JCDecaux Holding S.A.S. does not constitute a public offering in France or in any other jurisdiction.
Disclaimers
This announcement is for information purposes only and does not constitute an offer to sell or a solicitation to buy any securities, and the offer of JCDecaux S.A. shares by JCDecaux Holding S.A.S. does not constitute a public offering in any jurisdiction, including in France.
In connection with this transaction, with respect to Member States of the European Economic Area (the "Member States") which have implemented the Prospectus Directive (2003/71/CE), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in one or the other Member State.
This communication is for distribution directly or indirectly in the United Kingdom only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) 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 (all such persons together being referred to as "relevant persons").
This announcement does not constitute an offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States in connection with this transaction.
Any investment decision to buy shares in JCDecaux S.A. must be made solely on the basis of publicly available information. Such information is not the responsibility of JCDecaux Holding S.A.S.
Release, publication or distribution of this press release is forbidden in any country where it would violate applicable laws or regulations.
[1]:
#_ftnref1 Subject to the possible outcome of the simplified public tender offer that would be launched by JCDecaux S.A. in the context of its share buy-back program announced in a press release dated as of March 5, 2015. This impact will depend upon the level of tenders to the offer and should be relatively limited since JCDecaux Holding S.A.S. stated that it intends to participate in this offer.
http://hugin.info/164290/R/1901254/675945.PDF
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: JCDecaux via Globenewswire
