NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES (EACH AS DEFINED IN REGULATION S ("REGULATION S") OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),

INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA, OR IN ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE.

FORVIA S.E. (the Offeror) announced on 24 April 2024 the launch of a tender offer (the Tender Offer) for the €950,000,000 7.250 per cent. Sustainability-Linked Senior Notes due 2026 (ISIN XS2553825949) (of which €580,175,000 in aggregate nominal amount are outstanding) (the Notes).

On the date of the Tender Offer Memorandum (as defined below), the Offeror has also announced its intention to issue 5.500% Senior Notes due 2031, which will be consolidated and form a single series and rank pari passu with the Offeror's existing €500 million 5.500% Senior Notes due 2031 issued on 11 March 2024 (the New Notes), subject to market conditions. The Tender Offer is conditional upon the successful completion, in the Offeror's sole determination, of the issue of the New Notes.

Following the pricing of the New Notes on 24 April 2024, the Offeror announces today that the Maximum Acceptance Amount (as defined in the Tender Offer Memorandum) will be €200,000,000.

The Offeror reserves the right, in its sole and absolute discretion, to accept for purchase an aggregate nominal amount of Notes representing an aggregate nominal amount that is significantly more, or less, than the Maximum Acceptance Amount, pursuant to the Tender Offer or to significantly increase or decrease the Maximum Acceptance Amount.

Indicative Timetable

1

May 2024 (5:00 p.m. CET)

Expiration Deadline

As soon as reasonably practicable on

Indicative results announcement

2 May 2024

1:00 p.m. CET on 2 May 2024

Pricing Time

2

May 2024 (as soon as reasonably

Announcement of the results of the Tender

practicable)

Offer

7

May 2024

Settlement Date

Further Information

Full details on the Tender Offer and information on the procedures for participating in the Tender Offer are described in a Tender Offer Memorandum dated 24 April 2024 (the Tender Offer Memorandum), which is available upon request addressed to the Information and Tender Agent whose contact details appear below.

This notice must be read in conjunction with the Tender Offer Memorandum. This notice and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the contents of this notice or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately

from its stockbroker, bank manager, solicitor, accountant or other independent financial, regulatory, tax or legal adviser.

Contact Information

Banks participating to the Tender Offer

Structuring Agents and Dealer Managers

Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660

Boadilla del Monte Madrid, Spain

Attn: Liability Management

By email: Liabilitymanagement@gruposantander.com

Crédit Agricole Corporate and Investment Bank 12, place des Etats-Unis

CS 70052

92547 Montrouge Cedex

France

Attn: Liability Management

By telephone: +44 207 214 5903

By email: liability.management@ca-cib.com

Dealer Managers

Banco de Sabadell, S.A. Avenida Óscar Esplá 37 03007

Alicante, Spain

Attn: Debt Capital Markets

By telephone: +34915402742

By email: 0901DebtCapitalMarkets@bancsabadell.com / martinezdemurguiay@bancsabadell.com

Deutsche Bank Aktiengesellschaft

Mainzer Landstr. 11-17

60329 Frankfurt am Main Germany

Telephone: +44 207 545 8011

Attention: Liability Management Group

Information and Tender Agent

D.F. King Ltd.

65 Gresham Street

London, EC2V 7NQ United Kingdom

Tel: +44 (0) 20 7920 9700

Email Address: Forvia@dfkingltd.com

Tender Offer Website: https://www.dfkingltd.com/Forvia

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Forvia SE published this content on 25 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 07:41:02 UTC.