Espirito Santo Fin Issue of Debt
November 25 2013 - 9:48AM
UK Regulatory
TIDMEOS
Société AnonymeRegistered Office: 22/24 boulevard Royal, L-2449
LuxembourgR.C.S. Luxembourg B 22.232
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRIES
WHERE THE DISTRIBUTION OF SUCH INFORMATION IS RESTRICTED BY LAW, OR
TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
ESPlRITO SANTO FINANCIAL GROUP S.A.
PRICING OF THE PLACEMENT OF EUR200 MILLION OF BONDS EXCHANGEABLE
INTO ORDINARY SHARES OF BANCO ESPlRITO SANTO, S.A. AND CLOSING OF
THE CONCURRENT REVERSE BOOKBUILDING PROCESS FOR THE PURCHASE OF THE
OUTSTANDING AMOUNT OF THE EUR500,000,000 FIXED RATE STEP-UP NOTES
DUE 2025 ISSUED WITH 10,000 WARRANTS
Following the press release issued earlier today (the "Launch
Press Release"), Espírito Santo Financial Group, S.A. ("ESFG")
announces (i) the pricing of the placement of EUR200 million bonds
(the "Bonds") exchangeable into ordinary shares of Banco Espírito
Santo, S.A. ("BES"), and (ii) the closing of the reverse
bookbuilding process relating to the invitation to eligible holders
of ESFG's EUR500,000,000 Fixed Rate Step-Up Notes due 2025 (the
"Notes" with ISIN: XS0234102811) issued with 10,000 warrants (the
"Warrants" with ISIN: XS0234107703) (of which EUR181,350,000 in
aggregate principal amount of Notes and 3,627 Warrants are
currently outstanding) (the "Outstanding Notes and Warrants" with
ISIN: XS0234103546) to offer their Outstanding Notes and Warrants
for sale for purchase by ESFG (the "Invitation").
Pricing of the placement of the Bonds: the Bonds will be issued
by ESFG, and will be exchangeable into 152,334,526 ordinary shares
of BES (the "BES Shares"). The Bonds will be issued and redeemed at
par in a denomination of EUR100,000 per Bond, with a maturity of 5
years, and have a coupon of 3.125% per annum, payable semi-annually
in arrear (and expected to be payable on 2nd June and 2nd December
of each year, commencing on 2nd June 2014).
The initial exchange price of the Bonds has been set at
EUR1.3129, a premium of 32.5% above the volume weighted average
price of the ordinary shares of BES on NYSE Euronext Lisbon between
launch and pricing.
Under the terms of the Bonds, ESFG will have the right to elect
to settle any exchange entirely in BES Shares, cash or a
combination of BES Shares and cash.
The placement of Bonds was addressed only to market
professionals and institutional investors and the Bonds were not
offered or sold within the United States of America, Canada,
Australia, Japan or any other jurisdiction in which offers or sales
of the Bonds would be prohibited by applicable law. The issue and
settlement date for the Bonds is currently expected to be 2nd
December 2013.
Nomura International plc acted as Sole Global Coordinator and,
together with, Banco Espírito Santo de Investimento, S.A. and UBS
Limited acted as joint bookrunners (the "Joint Bookrunners").
It is intended that application will be made for the Bonds to be
listed on the official list of the Luxembourg Stock Exchange and
admitted to trading on the Luxembourg Stock Exchange's Euro MTF
Market after the issue and settlement of the Bonds but prior to the
first coupon payment on the Bonds.
A portion of the proceeds from the issue of the Bonds will be
used by ESFG to finance its purchase of Outstanding Notes and
Warrants. Any additional proceeds will be used for general
corporate purposes.
Closing of the Reverse Bookbuilding Process for the Purchase of
the Outstanding Notes and Warrants: Concurrently with the placement
of the Bonds and independently from the bookbuilding process
related to the Bonds, the Joint Bookrunners, acting as agents on
behalf of ESFG, assisted ESFG in carrying out a reverse
bookbuilding process outside the United States (subject to
applicable offer and distribution restrictions which were set out
in the Launch Press Release) to collect indications of interest
from holders of the Outstanding Notes and Warrants who would be
willing to offer their Outstanding Notes and Warrants for purchase
by ESFG for cash. The purchase price is equal to 90% of the
principal amount of the Outstanding Notes and Warrants (equivalent
to EUR45,000 per Outstanding Note and Warrant), together with
accrued interest of EUR117.60 per Outstanding Note and Warrant.
At the close of the reverse bookbuilding process, EUR135 million
in principal amount of the Outstanding Notes and Warrants had been
validly offered for sale by eligible holders of the Outstanding
Notes and Warrants for purchase by ESFG. ESFG will purchase all of
the Outstanding Notes and Warrants that have been validly offered
for sale by eligible holders of the Outstanding Notes and Warrants
for purchase by ESFG.
The bookbuilding in relation to the Bonds and the reverse
bookbuilding process in relation to the offer to purchase
Outstanding Notes and Warrants were two separate transactions. The
Outstanding Notes and Warrants purchased by ESFG will be cancelled
in accordance with their terms and conditions.
Following settlement of the reverse bookbuilding process and
purchase by ESFG of the Outstanding Notes and Warrants validly
offered for sale to it by eligible holders of the Outstanding Notes
and Warrants, EUR46.35 million in principal amount of the
Outstanding Notes and Warrants (being 9.3% of the initial
EUR500,000,000 principal amount of the issue) will remain
outstanding following cancellation of the Outstanding Notes and
Warrants that ESFG has purchased.
Contacts:
Nomura International plc1 Angel LaneLondon EC4R 3ABUnited
KingdomTel: +44 (0) 20 710 32793Fax: +44 (0) 20 706 78146Attention:
Equity SyndicateEmail: esfgrepurchase@nomura.com
Banco Espírito Santo de Investimento, S.A.Rua Alexandre
Herculano, 381269-161 LisbonPortugalTel: +351 21 310 95 42Fax: +351
21 319 69 82Attention: Syndicate DeskEmail:
syndicatefi@espiritosantoib.pt
UBS LimitedOne Finsbury AvenueLondon EC2M 2PPUnited Kingdom
London EC2M 2PP
United Kingdom
This information is provided by Business Wire
Espirito Santo (LSE:EOS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Espirito Santo (LSE:EOS)
Historical Stock Chart
From Jul 2023 to Jul 2024