Crédit Agricole Assurances announces the launch of an accelerated bookbuilding offering in Française des Jeux shares
19 November 2024 - Crédit Agricole Assurances ("CAA”), which, via its wholly-owned subsidiaries Predica and Crédit Agricole Assurances Retraite, currently owns approximately 10.2 million shares of Française des Jeux ("FDJ”, the "Company”), representing approximately 5.5% of the Company's share capital and 7.3% of its voting rights, announces the launch, via Predica, of an offering of 4,073,436 ordinary shares of FDJ (the "Shares”), representing approximately 2.2% of the Company's share capital. These Shares will be offered as part of an accelerated bookbuilding offering to institutional investors (the "Placement”).
CAA has been a shareholder of Française des Jeux since its IPO in November 2019 and has supported the Company throughout its development, including the successful recent acquisition of Kindred. FDJ becomes an international gaming operator. The Placement is part of CAA strategy in managing its investment portfolio. Upon completion of the Placement, CAA will hold approximately 3.3% of the Company's share capital and 4.5% of the Company's voting rights. CAA will remain a Board member of the Company.
CAA has agreed to a lock up agreement with Crédit Agricole Corporate and Investment Bank (the "Global Coordinator and Bookrunner”) in respect of the remaining FDJ shares it holds following the Placement for a 90 day-period, from the settlement date of the Placement (subject to customary exceptions).
The Placement will start immediately following this announcement. The final terms of the Placement will be determined and announced after the end of the bookbuilding process.
Settlement of the Placement should take place on 22 November 2024.
FDJ's shares are listed on the regulated market of Euronext in Paris (ISIN code: FR0013451333).
This press release does not constitute an offer or solicitation to purchase and the offering of the shares in FDJ does not constitute a public offering (except to institutional investors) in any country, including in France.
Crédit Agricole Corporate and Investment Bank is acting as sole Global Coordinator and Bookrunner on the Placement.
About Crédit Agricole Assurances
Crédit Agricole Assurances, France's largest insurer, is the company of the Crédit Agricole group, which brings together all the insurance businesses of Crédit Agricole S.A. Crédit Agricole Assurances offers a range of products and services in savings, retirement, health, personal protection and property insurance products and services. They are distributed by Crédit Agricole's banks in France and in 9 countries worldwide, and are aimed at individual, professional, agricultural and business customers. Crédit Agricole Assurances has 5,800 employees. Its premium income ("non-GAAP”) to the end of 2023 amounted to 37.2 billion euros.
Press contacts
Nicolas Leviaux +33 (0)1 57 72 09 50 / 06 19 60 48 53
Julien Badé +33 (0)1 57 72 93 40 / 07 85 18 68 05
Disclaimer
This press release is for information purposes only and does not, and shall not, constitute an offer to sell or a solicitation of an offer to buy or subscribe any securities nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction and does not constitute a public offer other than the offering to qualified investors in any jurisdiction, including France.
The sale of FDJ shares does not constitute a public offering other than to qualified investors in any jurisdiction, including in France.
No communication and no information in respect of the sale by Crédit Agricole Assurances of FDJ shares may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offer of sale of FDJ shares on behalf of Crédit Agricole Assurances may be subject to specific legal or regulatory restrictions in certain jurisdictions. Crédit Agricole Assurances, its shareholders and affiliates take no responsibility for any violation of any such restrictions by any person.
European Economic Area
In member states of the European Economic Area, this press release is an advertisement and is not a prospectus with the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation”).
With respect to the member states of the European Economic Area other than France (the "Member States”), no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such Member States. In Member States, this communication and any offer if made subsequently is directed exclusively at persons who are "qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.
France
In France, the offer of FDJ shares described in this press release will be carried out through a placement through an accelerated bookbuilding process to qualified investors only within the meaning of Article 2(e) of the Prospectus Regulation and in accordance with applicable French laws and regulations. There will be no public offering in any country (including France) in connection with the shares of FDJ, except to qualified investors only.
United Kingdom
In the United Kingdom, this communication is for distribution to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals” falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order”), (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are located outside the United kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Order) in connection with the issue or sale of any securities may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as "Relevant Persons”). This press release is only directed at Relevant Persons and are available only to Relevant Persons. Any person who is not a Relevant Person must act or rely on this document or any of its contents.
Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person shall not act or rely on this document or any of its contents.
With respect to the United Kingdom, securities may not be offered or sold absent the publication of a prospectus in the United Kingdom or an exemption from such publication under the Regulation (EU) 2017/1129, as amended, as it forms part of domestic law by virtue of the European Union (Withdrawal Act) 2018 (the "UK Prospectus Regulation”). As a consequence, this document is directed only at persons who are "qualified investors” as defined in point (e) of Article 2 of the UK Prospectus Regulation.
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 purpose of Section 85 of the Financial Services and Markets Act 2000.
United States
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. 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 such registration or an applicable exemption from the registration requirements of the Securities Act. FDJ shares have not been and will not be registered under the Securities Act and neither Crédit Agricole Assurances, nor any of its shareholders or their respective affiliates intend to register any portion of the proposed offering in the United States or to conduct a public offering in the United States.
Australia, Canada, Japan and South Africa
The FDJ shares may not and will not be offered, sold or purchase in Australia, Canada, Japan or South Africa. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada, Japan or South Africa.
The release, publication or distribution of this press release generally may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. No action has been taken to allow offer of FDJ shares or distribution of this press release in any jurisdiction where any such action would be required. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Any investment decision to purchase FDJ shares must be made solely on the basis of publicly available information regarding FDJ. Such information is not the responsibility of Crédit Agricole Assurances and has not been independently verified by Crédit Agricole Assurances.
The sole global coordinator and bookrunner is acting on behalf of Crédit Agricole Assurances (to the exclusion of all others) in connection with the placement and will not be liable to any person other than Crédit Agricole Assurances either for warranties given to clients of the sole global coordinator and bookrunner or for advice in connection with the placement.
Neither the sole global coordinator and bookrunner nor any of its directors, officers, employees, advisors or agents accept any responsibility for, or make any representations or warranty, express or implied, as to the accuracy or completeness of the information contained in this press release (or if any information has been omitted from this press release) or any other information relating to FDJ, Crédit Agricole Assurances, their respective subsidiaries or associated companies, whether in written, oral, visual or electronic form, and however transmitted or made available, or any loss from the use of this press release or its contents or otherwise.
Distribution, publication or release of this press release are forbidden in any jurisdiction where such distribution or release would be unlawful.
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