Regulatory News:
Not for distribution directly or indirectly in the United States,
Canada, Australia or Japan
Nexans (Paris:NEX) (the "Company” and, together with its
subsidiaries, the "Group”) launched yesterday an offering of
convertible / exchangeable bonds, known by their French acronym
"OCEANE”, due January 1, 2019 (the "Bonds”).
HSBC and Société Générale Corporate & Investment Banking, acting as
Joint Lead Managers and Joint Bookrunners of the Bonds issue have
informed Nexans that today they exercised in full the over-allotment
option granted to them.
As a result, the aggregate nominal amount of the issue of the Bonds has
been increased to approximately €275 million, represented by 3,780,588
Bonds.
Furthermore, Société Générale, as stabilisation agent, has informed
Nexans, pursuant to article 9 of Regulation No. 2273/2003 dated 22
December 2003 of the European Commission and article 631-10 of the Règlement
général of the Autorité des marchés financiers, that no
stabilisation has been carried out during the stabilisation period,
which began on February 21, 2012 and ended today.
The expected issue and settlement-delivery date for the Bonds is
expected to be February 29, 2012.
Availability of the prospectus
The French Prospectus, consisting of the reference document (Document
de Référence) filed with the AMF on April 19, 2011 under
No. D.11-0329, the Update of the reference document (Actualisation
du
Document de Référence) filed with the AMF on
February 20, 2012 under No. D.11-0329-A01,a Securities Note (Note
d’Opération) and a summary of the prospectus (résumé),
received visa No.12-083 from the AMF on February 21, 2012. Copies of
this prospectus are available free of charge at Nexans, 8, rue Général
Foy, 75008 Paris. The French Prospectus may also be accessed on the
websites of Nexans (www.nexans.com)
and of the AMF (www.amf-france.org).
Investors are urged to consider the risk factors set forth in
section II.6 of the Actualisation
du Document de Référence,
as well as in section 2 of the Note d’Opération.
About Nexans
With energy as the basis of its development, Nexans, the worldwide
leader in the cable industry, offers an extensive range of cables and
cabling systems. The group is a global player in the infrastructure,
industry, building and local area network markets. Nexans addresses a
series of market segments from energy, transport and telecom networks to
shipbuilding, oil and gas, nuclear power, automotive, electronics,
aeronautics, handling and automation.
Nexans is a responsible industrial company that regards sustainable
development as integral to its global and operational strategy.
Continuous innovation in products, solutions and services, employee
development and engagement, and the introduction of safe industrial
processes with limited environmental impact are among the key
initiatives that place Nexans at the core of a sustainable future.
With an industrial presence in 40 countries and commercial activities
worldwide, Nexans employs 24,500 people and had sales in 2011 of nearly
€7 billion. Nexans is listed on NYSE Euronext Paris, compartment A.
For more information, please consult www.nexans.com
or http://www.nexans.mobi
DISCLAIMER
No communication and no information in respect of the offering by
Nexans of Bonds or the repurchase of 2013 OCEANE 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
outside France where such steps would be required. The offering or
subscription of the Bonds or the repurchase of 2013 OCEANE may be
subject to specific legal or regulatory restrictions in certain
jurisdictions; Nexans takes no responsibility for any violation of any
such restrictions by any person.
This press release is an advertisement for the purposes of applicable
measures implementing Directive 2003/71/EC (such Directive and
amendments thereto, including Directive 2010/73/EU, to the extent
implemented in each relevant Member State, together with any applicable
implementing measures in the relevant home Member State, the "Prospectus
Directive”).
This announcement does not, and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in
connection with any offer.
The offer and sale of the Bonds in France will first be carried out
through a private placement to investors covered in article L. 411-2 II
of the French Code monétaire et financier. The offer will only be
open to the public ("offer au public”) in France after the granting of
the "visa” by the French Autorité des marchés financiers on the
prospectus relating to the issue of the Bonds and their admission to
trading on Euronext Paris.European Economic Area
In the various Member States of the European Economic Area other than
France (the "Member States”) that have implemented the Prospectus
Directive, no action has been or will be taken to permit an offer to the
public requiring a prospectus in any Member State. As a result, the
Bonds may only be offered in these Member States:
(a)
to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;
(b)
to any legal entity which meets two or more of the
following conditions: (1) an average of at least 250 employees during
the last fiscal year; (2) a total balance sheet of more than €43,000,000
and (3) an annual net revenues of more than €50,000,000, as shown in its
last annual or consolidated accounts; or
(c)
in any other circumstances that do not require the
publication by the Company of a prospectus pursuant to Article 3(2) of
the Prospectus Directive.
United Kingdom
This press release is directed only at persons who (i) are located
outside the United Kingdom, (ii) have professional experience in matters
relating to investments and fall within Article 19(5) ("investment
professionals”) of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005, (III) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.”) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 or (iv) are persons to whom this
communication may otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons”). The securities are
directed only at Relevant Persons and no invitation, offer or agreements
to subscribe, purchase or otherwise acquire securities may be proposed
or made other than with Relevant Persons. Any person other than a
Relevant Person may not act or rely on this document or any provision
thereof. Persons distributing this document must satisfy themselves that
it is lawful to do so. Past performance of Nexans’ securities should not
be relied on as an indication of future performance.
This press release is not a prospectus which has been approved by the
Financial Services Authority or any other United Kingdom regulatory
authority for the purposes of Section 85 of the Financial Services and
Markets Act 2000.
Italy
The offering of the Bonds, and the issuance or delivery of any shares
upon conversion or exchange of the Bonds (together, the "Securities”),
has not been registered with or cleared by the Commissione Nazionale
per le Società e la Borsa ("CONSOB”) pursuant to the
Prospectus Directive and Italian securities regulation and no prospectus
has been or will be distributed in the Republic of Italy ("Italy”).
Accordingly, the Securities have not been and will not be offered, sold
or distributed, directly or indirectly, in Italy in an offer to the
public of financial products under the meaning of Article 1, paragraph
1, letter t) of Legislative Decree No. 58 of February 24, 1998 as
amended (the "Financial Services Act") and copies of this
Offering Circular or any other document relating to the offering of the
Securities may not and will not be distributed in Italy unless an
exception applies. Therefore, the Securities may only be offered, sold
or delivered within the territory of Italy:
(i)
to qualified investors (investitori qualificati), as
defined in Article 34-ter of CONSOB Regulation No. 11971 of May 14,
1999, both as amended (the "Issuers Regulation”); or
(ii)
in any other circumstances where an express exemption
from compliance with the restrictions on offers to the public applies,
including, without limitation, as provided under Article 100 of the
Financial Services Act and Article 34-ter of the Issuers Regulation.
In addition, and subject to the foregoing, any offer, sale or
delivery of the Securities in Italy or distribution of the prospectus or
any document relating to the offering in Italy under (i) and (ii) above
must be carried out:
(a)
by investment firms, banks or financial intermediaries
authorized to carry out such activities in Italy in accordance with the
Financial Services Act, the Issuers Regulation, CONSOB Regulation No.
16190 of October 29, 2007 and Legislative Decree No. 385 of September
1st, 1993 (the "Banking Law”), all as amended;
(b)
in compliance with Article 129 of the Banking Law and the
implementing guidelines of the Bank of Italy, as amended from time to
time, pursuant to which the Bank of Italy may request information on the
offering or issue of securities in Italy; and
(c)
in compliance with any other applicable laws and
regulations, including any conditions, limitations or requirements that
may be, from time to time, imposed by the relevant Italian authorities
concerning, including, securities, tax matters and exchange controls.
Any investor purchasing the Securities in the above mentioned
offering is exclusively responsible for ensuring that any offer or
resale of the Securities it purchased in this offering occurs in
compliance with applicable laws and regulations. No person resident or
located in Italy other than the original addressees of this document may
rely on this document or its contents.
Article 100-bis of the Financial Services Act affects the
transferability of the Securities in Italy to the extent that any
placing of the Securities is made solely with qualified investors and
such Securities are then systematically resold to non-qualified
investors on the secondary market at any time in the 12 months following
such placing. Should this occur without the publication of a prospectus
in conformity with the Prospectus Directive, and outside of the
application of one of the exemptions referred to above, purchasers of
Securities who are acting outside of the course of their business or
profession shall be entitled, under certain conditions, to have such
purchase declared void and to claim damages from any authorized
intermediary at whose premises the Bonds were purchased.
United States
This press release may not be published, distributed or transmitted
in the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This press
release does not constitute or form a part of any offer or solicitation
to purchase or subscribe for securities in the United States. The
securities mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"). They may not be offered or sold in the United States (as
defined in Regulation under the Securities Act), absent registration or
pursuant to an exemption from the registration requirements of the
Securities Act. Nexans does not intend to register any portion of the
proposed offering in the United States or to conduct a public offering
in the United States.
Repurchase of 2013 OCEANE
This press release does not constitute an invitation to participate
in the repurchase of 2013 OCEANE in or from any jurisdiction in or from
which, or to or from any person to or from whom, it is unlawful to make
such an invitation under applicable laws and regulations. In particular,
the repurchase of 2013 OCEANE is not and will not be directed to the
United States in any manner. Persons into whose possession this press
release comes are required to inform themselves about, and to observe,
any such legal or regulatory restrictions.
The distribution of this press release in certain countries may
constitute a breach of applicable law. The information contained in this
press release does not constitute an offer of securities for sale in the
United States, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed in
the United States, Canada, Australia or Japan.
