FINANCIERE QUICK SAS – €145,000,000 UNSECURED FLOATING RATE NOTE DUE 2019 - Notice of Conditional RedemptionTéléchargez (pdf, 51.88 KB)
NOTICE OF CONDITIONAL REDEMPTION
FINANCIÈRE QUICK S.A.S. (the “Unsecured Notes Issuer”)
€145,000,000 Unsecured Floating Rate Notes due 2019 (the “Unsecured Notes”)
ISIN: XS1054087496 (Regulation S) and XS1054087223 (Rule 144A) Common Code: 105408749 (Regulation S) and 105408722 (Rule 144A)
Redemption Date: May 10, 2017
Notice is hereby given pursuant to paragraph 5(d) of the Unsecured Notes and Section 3.01 of the indenture (the “Unsecured Notes Indenture”) dated April 8, 2014 among the Unsecured Notes Issuer, Citibank, N.A., London Branch, as trustee (the “Unsecured Notes Trustee”), security agent, paying agent (the “Paying Agent”) and registrar, that the Unsecured Notes Issuer has elected to redeem 100% of the outstanding principal amount of the Unsecured Notes issued under the Unsecured Notes Indenture on the Redemption Date (as defined below) pursuant to Section 3.03 of the Unsecured Notes Indenture, subject to the satisfaction or waiver of the Unsecured Notes Issuer’s own Condition Precedent (as defined below).
This notice of conditional redemption is given in connection with the anticipated refinancing of the Unsecured Notes (the “Refinancing”), which is expected to occur on April 21, 2017 (the “Notice of Conditional Redemption”).
The terms and conditions of the redemption are as follows:
A. The redemption date for the Unsecured Notes will be May 10, 2017 (the “Redemption Date”). The record date on which any holder of Unsecured Notes must hold any Unsecured Notes to be entitled to the Redemption Price (as defined below) will be April 1, 2017.
B. The redemption price of the Unsecured Notes (the “Redemption Price”) will be equal to 100.00% of the principal amount of the Unsecured Notes, plus accrued and unpaid interest from April 18, 2017 (the last Interest Payment Date for which interest on the Unsecured Notes was paid) to, but not including, the Redemption Date, and Additional Amounts, if any.
C. To collect the Redemption Price, the Unsecured Notes called for redemption must be surrendered to Citibank, N.A., London Branch, in its capacity as Paying Agent, at Citibank, N.A., London Branch, Citigroup Centre, 25 Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: PPA Desk.
D. 100% of the then outstanding principal amount of the Unsecured Notes shall be redeemed on the Redemption Date. The aggregate principal amount of Unsecured Notes to be redeemed on the Redemption Date shall be €145,000,000, and the aggregate principal amount of Unsecured Notes to be outstanding after the redemption shall be €0.
E. Unless the Unsecured Notes Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of the Unsecured Notes Indenture, interest and Additional Amounts, if any, on the Unsecured Notes called for redemption shall cease to accrue on and after the Redemption Date.
F. The ISIN and Common Code numbers of the Unsecured Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in this Notice of Conditional Redemption or printed on the Unsecured Notes.
G. The Unsecured Notes will be redeemed in accordance with paragraph 5(d) (Optional Redemption) of the Unsecured Notes and Article 3 of the Unsecured Notes Indenture.
H. The Unsecured Notes Issuer’s obligation to redeem any of the Unsecured Notes on the Redemption Date is conditioned upon (i) the occurrence of the Refinancing on the Redemption Date and (ii) the receipt of funds on the Redemption Date in an amount sufficient, together with cash on hand in an amount satisfactory to the Unsecured Notes Issuer, to pay the Redemption Price for the Unsecured Notes, all other sums payable under the Unsecured Notes Indenture on or prior to the Redemption Date and all related expenses (together, the “Condition Precedent”). Accordingly, none of the Unsecured Notes shall be deemed due and payable on the Redemption Date unless and until the Condition Precedent is satisfied or waived by the Unsecured Notes Issuer. The Unsecured Notes Issuer will inform holders of Unsecured Notes by press release (with a copy to the Unsecured Notes Trustee and the Paying Agent) at least one Business Day prior to the Redemption Date as to whether the Condition Precedent will be satisfied or waived. If the Condition Precedent is not satisfied or waived, any Unsecured Notes previously surrendered to the Paying Agent shall be returned to the holders thereof.
Terms used but not defined herein have the meanings ascribed to them in the Unsecured Notes Indenture.
Any questions regarding this Notice of Conditional Redemption should be directed to the Unsecured Notes Issuer at:
Financière Quick S.A.S.
50 Avenue du President Wilson Parc des Portes de Paris Building 123
93214 La Plaine Saint-Denis France
Issued by: Financière Quick S.A.S. Dated: April 10, 2017