NOT FOR DISTRIBUTION IN OR TO THE U.S., CANADA, AUSTRALIA, OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Media Release

Athens, June 24^th, 2014

 

 

 

 

Final terms of the offering of EUR 249.5 million Guaranteed Exchangeable Notes due 2019, Exchangeable into Ordinary Shares of Folli Follie S.A.

 

 Folli Follie S.A. the (“Company”) announces today the final terms of the offering, by its wholly owned subsidiary FF Group Finance Luxembourg SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 54-56, boulevard Napoléon, L-2210 Luxembourg and in the process of being registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés Luxembourg) (the “Issuer”), of EUR 249.5 million guaranteed exchangeable notes (the “Notes”) due 2019 (the “Offering”). The Notes will be exchangeable into convertible bonds (the “Bonds”) to be issued by the Company, replicating the economics of the Notes, which will automatically be converted into ordinary shares of the Company (the “Shares”), subject to the Company's right to elect to deliver an equivalent amount in cash for all or part of the Shares.  

The majority of the proceeds of the Offering will be used to reimburse existing debt at the Company level, which will lead to a significant reduction of the financing cost for the Company, as well as the lengthening of its funding maturity profile. The Company intends to use the remainder of the net proceeds for general corporate purposes with the objective of funding the rapid expansion of the group and for potential share buybacks.

George Koutsolioutsos, FF Group's CEO, commented: "We are excited with the successful completion of this transaction. The exchangeable bond offering represents a new milestone for our Group and a vote of confidence from the international investors' community. This is our first public debt instrument in the international markets and will be a useful recourse for the future growth and expansion of the Group.”

The Notes will be issued at 100% of their principal amount in denominations of EUR 100,000, will carry a 5 year maturity and will bear interest at a rate of 1.75% per annum payable semi-annually in arrear. The conversion price was set at EUR 40.763, representing a premium of 30% above the volume weighted average price of the Shares on the Athens Exchange between launch and pricing of the Offering. The conversion price will be subject to customary adjustments pursuant to the terms and conditions of the Notes.

The number of Shares initially underlying the Notes represents approximately 9% of the Company's total share capital.

Deutsche Bank and Morgan Stanley were acting as Joint Bookrunners on the Offering. The Offering was made to institutional investors only, outside the United States, Australia, Canada and Japan, in offshore transactions (in reliance on Regulation S).

The Company intends to apply for the admission of the Notes to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange within 90 days following the settlement date.

 

About FF Group

FF Group is a global leading force in the fashion world that operates in more than 28 countries. The FF Group designs, produces and markets on a global level its own brands: Folli Follie and awards winning British jeweller Links of London. The Group has a strategic participation in the travel retail sector globally through Dufry AG – and maintains at the same time a leading presence in the retail and wholesale segment in Greece and the Balkans. Recently this segment internationalized further through the acquisition of Juicy Couture Europe Limited and the distribution of the brand in Continental Europe. Factory Outlet as well as “Attica” Department stores are the Group's major own retail distribution channels in Greece, whereas brands such as Ermenegildo Zegna, Juicy Couture, Nike, Converse, Samsonite, Guess, Calvin Klein and G-Star, belong to the Group's local brand portfolio.  With a dynamic three pillar structure and an impressive portfolio the FF Group “accompanies” a customer through all life phases: from early childhood to adulthood one can relate to the FF Group and its brand portfolio. 

FF Group creates fashion globally and has established a strong presence with more than 800 points of sale worldwide, whereas it employs more than 4.600 people worldwide.

 

For further information please contact:

 Mantalena Kasidiaropoulou

Investors Relations

Tel: +30 210 624 1141

e-mail: mkasidiaropoulou@ffgroup.gr

 

 

 

IMPORTANT NOTICE

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be prohibited by applicable law. The distribution of this announcement and any offer and sale of the Notes may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein 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.

None of the Notes, the Bonds or the Shares have been or will be registered under the Securities Act and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. There will be no public offer of the Notes in the United States or in any other jurisdiction, including Greece and the Grand Duchy of Luxembourg.

This announcement is for information purposes only and does not constitute or form part of, and should not be construed as an offer to sell, or issue or the solicitation of any offer to buy or subscribe for, an advertisement or an investment gathering procedure of, any securities.

No action has been taken by the Joint Bookrunners, the Issuer, the Company or any of their respective affiliates that would permit an offering of the Notes or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), including Greece and the Grand Duchy of Luxembourg, this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU , to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. Each person who initially acquires any Notes or to whom any offer of the Notes may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.

In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who 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, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

In relation to the offering of the Νotes in the Hellenic Republic no public offer, as defined in Greek law 3401/2005 and/or article 10 of Greek law 876/1979 (all, as amended and in force), shall take place and consequently no offering or other document relating to the offering of the Notes has been or will be approved by the Hellenic Capital Markets Commission.

 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners or by any of their respective affiliates, officers, employees or agents as to or in relation to the accuracy or completeness of this announcement, publicly available information on the Issuer or the Company or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed. Any purchase of Notes in the proposed Offering should be made solely on the basis of the publicly available information relating to the Issuer and the Company and the information contained in the term sheet to be issued by the Issuer in connection with the Offering.

In connection with the Offering, each of the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may take up Notes or the underlying Shares and in that capacity may retain, purchase or sell for their own account such securities and any securities of the Company or the Issuer or any related investments and may offer or sell such securities or other investments otherwise than in connection with the Offering. Each of the Joint Bookrunners does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

Each of the Joint Bookrunners, which are authorised and supervised by the Prudential Regulation Authority and are subject to regulation by the Financial Conduct Authority, are acting on behalf of the Issuer and the Company and no one else in connection with the securities and will not be responsible to any other person for providing the protections afforded to clients of the respective Joint Bookrunners or for providing advice in relation to any offering of the Notes. The Joint Bookrunners may participate in the Offering on a proprietary basis.