This press release may not be published, forwarded or distributed, directly
or indirectly, in the United States, Canada, Australia or Japan.
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 or any
other jurisdiction. Securities may not be offered or sold in the United States
unless they are registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act") or exempt from registration. The securities of Le
Noble Age Groupe have not been and are not being registered under the U.S.
Securities Act and Le Noble Age Groupe does not intend to make a public offer of
its securities in the United States.
Paris, September 22, 2015
LE NOBLE AGE ANNOUNCES THE REPURCHASE OF 57.42% OF ITS OUTSTANDING 2016
ORNANEs FOR A UNIT PRICE OF EUR 22.25 (INCLUDING ACCRUED INTEREST) VIA A REVERSE
(ISIN Code: FR0011005446)
LE NOBLE AGE (the "Company") collected through Oddo & Cie, acting as sole dealer
manager, via a reverse bookbuilding process the selling interests of certain
holders of net share settled bonds convertible into new shares and/or
exchangeable for existing shares due January 3, 2016 (the "2016 ORNANEs"),
outside of the United Stated of America (the "Repurchase Proposal").
As part of the Repurchase Proposal, the Company repurchased 722,950 2016
ORNANEs, i.e. 57.42% of the outstanding 2016 ORNANEs and 26.32% of the
originally issued 2016 ORNANEs for a unit price of EUR 22.25 (including accrued
interest) per 2016 ORNANE.
The settlement and delivery of the 2016 ORNANEs bought back is expected on 25
Following to the Repurchase Proposal, 536,028 ORNANEs, representing 19.51% of
the number of 2016 ORNANEs originally issued, remain outstanding.
In order to ensure an equal treatment among all 2016 ORNANEs holders, which will
not have sold their 2016 ORNANEs in the Repurchase Proposal, the Company will
implement a repurchase offer (procédure de désintéressement) in France during
5 consecutive trading days, expected from 28 September 2015 to 2 October 2015
inclusive. The settlement of the 2016 ORNANEs repurchased pursuant to the
repurchase offer is expected on 7 October 2015.
The repurchase unit price per 2016 ORNANE as part of the repurchase offer will
be equal to EUR 22.25 (including accrued interest), being the price set out
during the Repurchase Proposal.
Following the repurchase offer period, the Company will announce the total
amount of 2016 ORNANEs bought back, including the ones purchased via the
Repurchase Proposal, by way of a press release.
The repurchased 2016 ORNANEs will be cancelled in accordance with their terms
and conditions and according to law.
The Company reserves the right to repurchase 2016 ORNANEs through market or off
market transactions after the close of the repurchase offer.
The Company also reserves the right to ask for early redemption of the 2016
ORNANEs in accordance with their terms and conditions, after the close of the
No communication and no information in respect of the repurchase of 2016 ORNANE
may be distributed to the public in any jurisdiction where a registration or
approval is required. No steps have been or will be taken outside of France in
any jurisdiction where such steps would be required.
The Repurchase Proposal is not being made, directly or indirectly, to the public
in France. Only (i) persons providing portfolio management investment services
for third parties and / or (ii) qualified investors other than individuals,
acting on their behalf, all as defined in Articles L.411- 1 L. 411-2 and D.
411-1 of the Monetary and financial Code are eligible to participate in the
Repurchase Proposal. No document relating to the Repurchase Proposal the
repurchase offer (procédure de désintéressement) has been or will be approved
by the AMF.
This press release does not constitute an invitation to participate in the
repurchase of the 2016 ORNANE in any country in which, or to any person to whom,
it is forbidden to make such an invitation in accordance with applicable laws
and regulations. In particular, the 2016 ORNANE repurchase is not offered and
will not be offered, directly or indirectly to the United States of America in
any form or mean whatsoever. Persons in possession of this press release are
summoned to inform themselves and to conform with all legal and regulatory