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29/06/2009 | June 29th, 2009

Offering of bonds convertible into and/or exchangeable for new or existing shares (OCEANE) by Peugeot SA

Full exercise of the over-allotment option increasing issue from €500 million size to €575 million

Peugeot S.A. (the “Company”) launched on June 23, 2009 an offering of bonds convertible into and/or exchangeable for new or existing shares of Peugeot S.A. due January 1st, 2016 (the “Bonds”) for an amount of €500 million. Terms of the issue were set and announced on June 26th, 2009, after expiration of the priority subscription period.

CALYON, Citi, HSBC and Société Générale Corporate & Investment Banking, as joint lead managers and joint bookrunners of the Bonds offering, have informed Peugeot S.A. that they are exercising in full the over-allotment option.

As a result, the total size of the offering of Bonds is being increased by €75,000,000 to €574,999,961.50 corresponding to 22,908,365 Bonds.

Furthermore, Société Générale Corporate and Investment Banking, as stabilizing manager of the offering, has informed Peugeot SA that no stabilization was implemented during the stabilization period, which began on June 26th, 2009 after the circulation of Peugeot S.A.’s press release announcing the final terms of the Bonds, and ended on June 29th, 2009.

The expected date of issue and settlement and delivery of the Bonds and the listing of the Bonds on Euronext Paris is July 1st, 2009.

This issue is lead-managed by Société Générale Corporate and Investment Banking acting as global coordinator, joint lead manager and joint bookrunner, and CALYON, Citi and HSBC, acting as joint lead managers and joint bookrunners, together with BNP Paribas and Lazard-NATIXIS as co-bookrunners.

Peugeot S.A.’s shares are listed on Euronext Paris market (Compartiment A). Peugeot S.A. is a member of the CAC 40 index and is entitled to the Deferred Settlement Service (Service de Réglement Différé or SRD).

ISIN code : FR 0000121501

Website : www.psa-peugeot-citroen.com

Investor Relations:

James Palmer
Investor Relations Officer
75, avenue de la Grande Armée
75016 Paris
Tél : +33 (1) 40 66 54 59
Fax : + 33 (1) 40 66 51 99
Email : james.palmer@mpsa.com

Press relations: +33 (1) 40 66 52 04

Availability of the prospectus

A prospectus in the French language approved by the Autorité des marchés financiers (AMF) under N° 09-197 on June,22 nd 2009 is available free of charge at the registered office of the Company, 75, avenue de la Grande Armée, 75116 Paris, France as well as on the websites of Peugeot S.A. (www.psa-peugeot-citroen.com) and the AMF (www.amf-france.org).
The prospectus consists of Peugeot S.A.’s document de référence, filed with the AMF on April 24th, 2009 under N° D.09-0309, an upda te of the document de référence filed with the AMF on June,22nd 2009 under N° D. 09-0309-A01 and a note d’opération which includes the prospectus summary. Peugeot S.A. draws the attention of investors to the risks mentioned in chapter 4 of the document de reference and in chapter 2 of the note d’opération.

DISCLAIMER
No communication and no information in respect of the offering by Peugeot S.A. of bonds convertible into and/or exchangeable for new or existing shares (the “Bonds”) 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 may be subject to specific legal or regulatory restrictions in certain jurisdictions. Peugeot S.A. takes no responsibility for any violation of any such
restrictions by any person.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4, 2003 (as implemented in each member State of the European Economic Area, 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 have first been carried out in accordance with a private placement in France and out of France. The offer has been made to the public exclusively in France.
With respect to the member States of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a “relevant member State”), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any relevant member State.
As a result, the Bonds may only be offered in relevant 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 place securities;
(b) to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than € 43 million; and (3) an annual net turnover of more than € 50 million, as per its last annual or consolidated accounts;
(c) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the Prospectus Directive.
For purposes of this paragraph, the expression an “offer to the public” of Bonds in each Member State having transposed the Prospectus Directive means the communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offer of Bonds and the Bonds to be offered to enable an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
With respect to the United Kingdom, this press release is for distribution only to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial promotion) Order 2005, (iii) are “high net worth entities”
and other persons, to whom this Prospectus may be legally distributed within the meaning of Article 49(2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iv) are any other person to whom this document may be communicated under applicable law (all such persons together being referred to as “Qualified Persons”). The Bonds and new or existing shares received upon conversion or exchange of the Bonds (the “Securities”) are intended only for Qualified Persons, and no invitation, offer or agreements to subscribe, purchase or otherwise acquire such Securities may be proposed or concluded other than with Qualified Persons. Any person other than a Qualified Person may not act or rely on this press release or any provision thereof.
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.
With respect to the United States of America, this press release may not be published, distributed or transmitted in the United States (including its territories and dependencies, 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 Bonds and new or existing shares received upon conversion or exchange of the Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). They may not be offered or sold in the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act. Peugeot S.A. does not intend to register all or any portion of the offering in the United States nor to conduct an offering to the public in the United States.
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, Japan or Australia.
This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.


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