12/06/2022 | Press release | Distributed by Public on 12/06/2022 01:08
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
Royal Schiphol Group N.V ("RSG") announces today the successful sale of its remaining stake in Aéroports de Paris S.A. ("ADP"), i.e., 3 869 859 shares, representing c. 3.9% of ADP's share capital. The transaction consisted in a placement to qualified investors, as defined in Article 2 (e) of Regulation (EU) 2017/1129 as amended, by way of an accelerated bookbuilding process, at a price of €133 per share for a total amount of c. €514,691,247
ADP has repurchased 296,882 shares, at the price set by the bookbuilding process.
The settlement and delivery of the shares will take place on 8 December 2022.
The transaction results in the full exit of RSG's shareholding in ADP. In accordance with an Exit Agreement concluded between the parties on December 1, 2008, RSG will repurchase all shares held by ADP in RSG for an amount of approximately € 420 million, which will mark the end of the process of unwinding the cross-shareholdings with RSG.
ADP shares are listed on the regulated market of Euronext Paris (ISIN code: FR0010340141).
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 ADP's shares does not constitute a public offer and the shares are only being offered to qualified investors, including in France.
No communication and no information in respect of the sale by RSG of ADP's 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 or sale of ADP's shares on behalf of RSG may be subject to specific legal or regulatory restrictions in certain jurisdictions. RSG, its shareholders and its affiliates take no responsibility for any violation of any such restrictions by any person.
European Economic Area
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the "Prospectus Regulation").
With respect to the member states of the European Economic Area (the "Member States"), other than France, 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 press release and any offer if made subsequently are directed exclusively at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.
In France, the offer and sale of ADP's shares will be carried out through an offer to the benefit of qualified investors, as defined in Article 2(e) of the Prospectus Regulation and in accordance with article L.411-2, 1° of the French Monetary and Financial Code and other applicable French laws and regulations. The offering will not be open to the public in France.
In the United Kingdom, this press release is not an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). This press release is directed in the United Kingdom only at persons who are "qualified investors" (as defined in the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) who are(i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons referred to in Article 49(2) (a) to (d) ("high net worth entities, non-registered associations, etc.") of the Order or (iii) other persons to whom this document may be lawfully communicated or caused to be communicated (all persons listed in (i), (ii) and (iii) above being referred to as "Relevant Persons").
ADP's shares described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.
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 purposes of Section 85 of the FSMA.
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. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration thereunder. The ADP shares have not been and will not be registered under the Securities Act and may only be re-offered or resold pursuant to an exemption from, or in a transaction not subject to, the registration required by the Securities Act. There will be no and neither RSG, nor any of its shareholders or its affiliates intend to register any portion of the proposed offering in the United States or to conduct a public offering of the ADP shares in the United States. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, Australia or Japan.
The distribution of this announcement into certain jurisdictions may be restricted by law. No action has been taken by RSG that would permit an offering of ADP's shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Any investment decision to buy ADP's shares must be made solely on the basis of publicly available information regarding ADP. Such information is not the responsibility of RSG and has not been independently verified by RSG.
This press release contains information that qualifies as inside information about Royal Schiphol Group within the meaning of Article 7(1) of the Market Abuse Regulation (596/2014/EU).