Not for distribution, directly or indirectly, in the United States, Australia or Japan
Bombardier Inc. (“Bombardier”) announces that it intends to sell 11,504,149 shares in Alstom S.A. (“Alstom”), consistent with its previously announced strategic priorities, in an accelerated bookbuilt offering to qualified investors, as defined in Article 2 point (e) of Regulation (EU) 2017/1129 as amended (the “Offering”).
Following completion of the Offering, it is expected that Bombardier will have fully exited its 3.1% stake in Alstom’s common stock.
Bookbuilding of the Offering will start immediately after publication of this press release. Bombardier will announce the results of the Offering at the end of the bookbuilding process.
Alstom shares are listed on the regulated market of Euronext in Paris (ISIN code: FR0010220475).
This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities and the offer of Alstom shares (the “Shares”) by Bombardier does not constitute a public offering other than to qualified investors in any jurisdiction, including in France.
The sale of the 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 Bombardier of the 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 the Shares on behalf of Bombardier may be subject to specific legal or regulatory restrictions in certain jurisdictions. Bombardier, its shareholders, affiliates, directors and officers take no responsibility for any violation of any such restrictions by any person.
European Economic Area
The press release is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”).
With respect to the member states of the European Economic Area (the “Member States”), no action has been or will be taken in order to permit a public offer of the Shares which would require the publication of a prospectus in one of such Member States. In Member States, this communication and any offer if made subsequently is 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 the 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 applicable French laws and regulations.
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 (“FSMA”). This communication is for distribution in the United Kingdom only to 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 (the “Order”) or (ii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iii) other persons to whom this document may be lawfully communicated or caused to be communicated (all persons listed in (i) and (ii) above being referred to as “Relevant Persons”).
The 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.
The Offering of the Shares has not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or with any other securities regulatory authority of any state or other jurisdiction in the United States. The Shares may not be offered or sold within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. There will be no public offer of securities in the United States.
The Shares may only be sold pursuant to an available exemption from the prospectus requirements of applicable Canadian securities laws. The Shares will only be offered and sold in Canada to purchasers that qualify as “accredited investors” and additionally also qualify as “permitted clients” within the meaning of applicable Canadian securities laws.
This press release is not intended for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Japan or any other jurisdiction in violation of the relevant laws of such jurisdiction.
In addition to the foregoing restrictions, the release, publication or distribution of this press release generally may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any investment decision to buy, purchase the Shares in the Offering must be made solely on the basis of publicly available information regarding Alstom. Such information is not the responsibility of Bombardier.
The banks in charge of the Offering (the “Managers”) are acting on behalf of Bombardier and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to the Offering.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES. NEITHER BOMBARDIER NOR THE MANAGERS MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SHARES OR (III) THE FUTURE PERFORMANCE OF THE SHARES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
Pursuant to the commission implementing Regulation (EU) 2016/1055 of June 29, 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council, this press release may contain inside information and has been sent to the authorized broadcaster of Bombardier.
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Headquartered in Montréal, Canada, Bombardier is present in more than 12 countries including its production/engineering sites and its customer support network. The Corporation supports a worldwide fleet of approximately 4,900 aircraft in service with a wide variety of multinational corporations, charter and fractional ownership providers, governments and private individuals.
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Francis Richer de La Flèche
Vice President, Financial Planning
and Investor Relations
+514 855 5001 x13228
Senior Director, Communications
+514 855 7167