Information not to be transmitted into or distributed directly or indirectly in the United States of America, Canada, Australia or Japan
|PROSPECTUS||Prospectus has been granted visa number 17-252 by the Autorité des Marchés Financiers on 2 June 2017, consisting of an English-language registration document filed with the AMF on 11 May 2017 under number I.17-042, an English-language securities note and an English- and French-language summary of the prospectus.
The public’s attention is drawn to Chapter 4 “Risk Factors” of the registration document and Section 2 of the securities note. Such risks as discussed therein, should they materialize, could have a material adverse effect on the Company’s business, financial condition, results of operation or prospects, as well as on the market price of the shares.
|DEFINITIVE OFFERING PRICE AND INDICATIVE SIZE RANGE||Offering Price of €14.30 per share
80,820,728 Shares sold in the Offering, which number may be increased to a maximum of 92,943,837 Shares in the event of the exercise in full of the Over-Allotment Option.
Size of the Offering between €1,156m (before exercise of the Over-Allotment Option) and approximately €1,329m
|STRUCTURE OF THE OFFERING||
|LISTING DETAILS||Euronext Paris – compartment A
Ticker Symbol: ALD
ISIN Code: FR0013258662
Please read the prospectus that has been granted visa number 17-252 by the French Autorité des marchés financiers (“AMF”) on June 2 2017, consisting of a document de base registered with the AMF under number I. 17-042 on May 11th 2017 and a note d’opération (including a summary of the prospectus). The prospectus presents a detailed description of ALD, its business, strategy, financial condition, results of operations and risk factors. It is available on the AMF’s website at (www.amf-france.org) and on ALD’s website at (www.ald-ipo.com).
ALD draws the attention to the risk factors described in Chapter 4 of the document de base and Section 2 of the note d’opération. The materialisation of one or more of the risks described therein may have a material adverse effect on ALD’s activities, assets, financial position, results or prospects or the market price of ALD shares.
This document does not, and shall not, in any circumstances constitute a public offering or an offer to subscribe shares nor an invitation to the public in connection with any public offering.
No communication or other information related to this transaction or to ALD may be distributed to the public in any jurisdiction where approval or registration is required. No steps have been or will be taken by the company in any country (other than France) where such steps would be required. The subscription for or the purchase of ALD shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. ALD assumes no responsibility for any violation of any such restrictions by any person.
This document does not constitute a prospectus within the meaning of Directive 2003/71/CE of the European Parliament and Council dated November 4, 2003, to the extent implemented in the relevant member states of the European Economic Area (together, the “Prospectus Directive”).
This document is an advertisement.
In France, an offer of securities to the public may only be made pursuant to a prospectus which has received an AMF visa. With respect to the member states of the European Economic Area other than France (the “Member States”) having implemented the Prospectus Directive into law, 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. Consequently, the securities cannot be offered and will not be offered in any Member State (other than France), except in accordance with the exemptions set out in Article 3(2) of the Prospectus Directive, if they have been implemented in the relevant Member State(s) or in the other cases which do not require the publication by ALD of a prospectus pursuant to the Prospectus Directive and/or applicable regulation in the Member States.
The distribution of this document is not made, and has not been approved, by an “authorized person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this document is addressed to and directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments within the meaning of Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) are persons to whom this document may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The securities of ALD are directed only at Relevant Persons and no invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities of ALD may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This document 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.
These materials are not an offer for sale of nor an invitation to purchase or to subscribe for ALD securities in the United States or in any other jurisdiction (other than France). ALD securities may not be offered, subscribed for, pledged, sold or otherwise transferred in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and in compliance with any applicable state securities laws. ALD shares have not been and will not be registered under the U.S. Securities Act and ALD does not intend to undertake a public offering of its securities in the United States. Any shares sold in the United States will be sold only to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended) pursuant to Rule 144A.
Circulation of this document in certain countries may result in a violation of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, Australia or Japan. This document should not be published, circulated or distributed, directly or indirectly, within the United States, Canada, Australia or Japan.
From the document date of the Global Offering price and during a period ending 30 calendar days later (i.e., according to the expected timetable, until July 14, 2017, included), J.P. Morgan Securities PLC, acting as stabilizing agent may, without any obligation, in compliance with laws and regulations, in particular EU Parliament and Council Regulation 596/2014 of 16 April 2014 and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 on market abuse, effect transactions with a view to maintaining the market price of the ALD shares on the regulated market of Euronext Paris. In compliance with Article 7.1 of the Delegated Regulation (EU) 2016/1052 of 8 March 2016, the stabilization activities shall not in any circumstances be executed above the Global Offering price. Such stabilization activities may affect the price of the shares and may conduct to the fixing of the market price higher than the one which would otherwise be fixed. Even if stabilization activities were carried out, J.P. Morgan Securities PLC may, at any time, decide to stop such activities. Information of the competent market authorities and the public will be made in compliance with Article 5 of the above mentioned Regulation. In compliance with the provisions of Article 8(b)) of the above mentioned Delegated Regulation, the Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners, acting on behalf of the underwriters of the Global Offering, may, over-allot in the context of the Global Offering at the number of shares covered by the over-allotment option, plus, if applicable, 5% of the Global Offering (excluding the exercise of the over-allotment option).
The contents of this document have been prepared by and are the sole responsibility of ALD. None of Credit Suisse Securities (Europe) Limited, JP Morgan Securities plc, Societe Generale Corporate & Investment Banking, Barclays, Bank of America Merrill Lynch, Citigroup Global Markets, Deutsche Bank, BBVA, Crédit Agricole Corporate & Investment Banking, ING, RBC and Unicredit or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to ALD, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith.
Credit Suisse Securities (Europe) Limited, JP Morgan Securities plc, Societe Generale Corporate & Investment Banking, Barclays, Bank of America Merrill Lynch, Citigroup Global Markets, Deutsche Bank, BBVA, Crédit Agricole Corporate & Investment Banking, ING, RBC and Unicredit are acting for ALD, and no one else in connection with this document and will not be responsible to anyone other than ALD, for providing the protections afforded to their clients, or for giving advice in connection with this document or any matter referred to herein.