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Credit Agricole S.A. - Consent Solicitation - Results

Crédit Agricole S.A. announces the success of the consent solicitation of the holders of its EUR 2,000,000,000 Subordinated 2.625 per cent. Notes due 17 March 2027 - XS1204154410

11 DECEMBER 2023


Full announcement and Notice of Meeting, including disclaimers and offer restrictions available via Credit Agricole S.A.


"Crédit Agricole S.A. (the “Company”) hereby announces the results of the meeting of the holders of the Notes (the “Noteholders”) described above, held on December 11, 2023 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom (the “Meeting of the Noteholders”).


The purpose of the Meeting of the Noteholders was to consider amendments to the terms and conditions of the Notes, in order to insert therein a contractual recognition of bail-in clause containing provisions that satisfy in full the requirements laid down in Article 44 (Contents of the contractual term required by Article 55(1) of Directive 2014/59/EU) of Commission Delegated Regulation (EU) 2016/1075 of 23 March 2016, as amended, as detailed in the notice of meeting published on November 10, 2023.


The Meeting of the Noteholders adopted the resolution that was submitted to its vote.


Consequently, and subject to satisfaction of the conditions set out in a consent solicitation memorandum made available to the Noteholders on 10 November 2023, the Company will pay: -


the Early Consent Fee: a cash amount in euros equal to 0.25% of the aggregate principal amount of the Notes for which the relevant Noteholder validly submitted a consent instruction, which was not validly revoked in accordance with the terms of the consent solicitation memorandum and which was delivered to and received by the information and tabulation agent, before 4.00 p.m. (London time) on November 23, 2023, or


- the Consent Fee: a cash amount in euros equal to 0.10% of the aggregate principal amount of the Notes for which the relevant Noteholder validly submitted a consent instruction, which was not validly revoked in accordance with the terms of the consent solicitation memorandum and which was delivered to and received by the information and tabulation agent after 4.00 p.m. (London time) on November 23, 2023 but before 4.00 p.m. (London time) on December 6, 2023,


it being specified that under no circumstances will Noteholders receive both the Early Consent Fee and the Consent Fee."


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"The payment of the Early Consent Fee and of the Consent Fee to the relevant eligible Noteholders is expected to take place on or about December 13, 2023."


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CRÉDIT AGRICOLE S.A. ANNOUNCES THE LAUNCH OF A CONSENT SOLICITATION AND THE CONVENING OF A MEETING OF THE NOTEHOLDERS OF ITS EUR 2,000,000,000 Subordinated 2.625 per cent. Notes due 17 March 2027 (the “Notes”) (ISIN: XS1204154410)

10 NOVEMBER 2023


Full announcement and Notice of Meeting, including disclaimers and offer restrictions available via Credit Agricole S.A.



"TO OBTAIN THEIR APPROVAL FOR THE INCLUSION OF A CONTRACTUAL RECOGNITION OF BAIL-IN CLAUSE MEETING THE EUROPEAN REGULATORY REQUIREMENTS IN THE TERMS AND CONDITIONS OF THE NOTES


Crédit Agricole S.A. (the “Company”) today announces the launch of a consent solicitation and the convening of a meeting of the Noteholders (the “Meeting of the Noteholders”) of the Notes described above, to invite Noteholders to approve the inclusion of a contractual recognition of bail-in clause to the terms and conditions of the Notes.


The Meeting of the Noteholders will be convened on December 11, 2023 (and in the absence of a quorum, an adjourned meeting would be expected on January 3, 2024), at the time indicated below, at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, London, United Kingdom]:


Time of meeting on December 11, 2023 (initial meeting):


‒ Meeting of the Noteholders: 11:00 am (London time);


Time of the meeting on January 3, 2024 (adjourned meeting if applicable):


‒ Meeting of the Noteholders: 11:00 am (London time);


The notice of the Meeting of the Noteholders (initial meeting) is attached to this press release.


The Company is undertaking the consent solicitation in order to bring the terms and conditions of the Notes into compliance with the regulatory capital criteria of Regulation (EU) No 575/2013, as amended (the “CRR”) for Tier 2 instruments and the Single Resolution Board (the “SRB”) policy under the Banking Package for Minimum Requirement for Own Funds and Eligible Liabilities published on May 20, 2020 and last updated on May 15, 2023 (the “MREL Policy”) ahead of the end of the grandfathering period on June 28, 2025. In its MREL policy the SRB has confirmed that the Article 55(1) requirement also applies to Tier 2 instruments governed by the law of a third country.


The Meeting of the Noteholders is convened to invite the Noteholders to vote on the inclusion, in the terms and conditions of the Notes, of a contractual recognition of bail-in clause containing provisions that satisfy in full the requirements laid down in Article 44 (Contents of the contractual term required by Article 55(1) of Directive 2014/59/EU) of Commission Delegated Regulation (EU) 2016/1075 of 23 March 2016 (as amended) as detailed in the notice of meeting.


The terms and conditions of the consent solicitation are set out in a consent solicitation memorandum dated 10 November 2023 made available to the Noteholders (the “Consent Solicitation Memorandum”), and the notice of the Meeting of the Noteholders, distributed to the Noteholders of the Notes in the manner specified in the terms and conditions of the Notes.


If the resolution set out in the notice is passed at the Meeting of the Noteholders on the initial or adjourned meeting, and subject to satisfaction of the conditions set out in the Consent Solicitation Memorandum, the Company will pay:


Early Consent Fee: a cash amount in euros equal to 0.25% of the aggregate principal amount of the Notes for which the relevant Noteholder has validly submitted a Consent Instruction, which is not validly revoked in accordance with the terms of the Consent Solicitation Memorandum and which is delivered to and received by the information and tabulation agent, before 4.00 p.m. (London time) on November 23, 2023 (the “Early Consent Deadline”), and


Consent Fee: a cash amount in euros equal to 0.10% of the aggregate principal amount of the Notes for which the relevant Noteholder has validly submitted a Consent Instruction, which is not validly revoked in accordance with the terms of the Consent Solicitation Memorandum and is delivered to and received by the information and tabulation agent after 4.00 p.m. (London time) on November 23 2023 but before 4.00 p.m. (London time) on December 6, 2023 (“the Expiration Deadline”), it being specified that under no circumstances will Noteholders be eligible to receive both the Early Consent Fee and the Consent Fee.


For more information on Crédit Agricole S.A., please visit its website: https://www.creditagricole.com/en/finance. "


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***PREVIOUS CREDIT AGRICOLE OFFER BELOW (CREDIT AGRICOLE ASSURANCES)***


 

Crédit Agricole Assurances announces the success of its previously launched Tender Offers, their Final Acceptance Amount and the Final Results - FR0012444750 FR0012222297

24 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Globenewswire


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"Final Acceptance Amount


Crédit Agricole Assurances announces today that it has set the final acceptance amount of its Tender Offers (the "Final Acceptance Amount") at €500,000,000, i.e. an amount equal to the maximum redemption amount of €500,000,000 previously announced.


Final Outcomes


The Notes validly tendered on or prior to the Expiration Date represent an aggregate nominal amount of €803,300,000 for the two series of Bonds (the "Validly Contributed Amount"). As the Amount Validly Contributed in respect of the two series of Bonds exceeds the Final Amount of Acceptance for the two series of Bonds, Crédit Agricole Assurances has proceeded to a pro rata in accordance with the conditions set out in the Tender Offer Memorandum.


Crédit Agricole Assurances is pleased to announce for each series of Bonds and as set out in the table below:


(i) the Benchmark;

(ii) the Redemption Price,

(iii) the aggregate nominal amount of Bonds validly tendered and admitted to repurchase by Crédit Agricole Assurances,

(iv) the pro-rata factor, if any, and

(v) the aggregate nominal amount that will remain outstanding following the settlement of the Tender Offers.


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Crédit Agricole Assurances successfully issues Tier 2 subordinated bonds and sets the maximum acceptance amount for its previously launched Tender Offers - FR0012444750 FR0012222297

17 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Globenewswire


"Crédit Agricole Assurances successfully issues €500,000,000 of Tier 2 subordinated bonds at an annual fixed rate of 5.875% and sets the maximum acceptance amount for its previously launched Tender Offers at €500,000,000

Crédit Agricole Assurances today announced:

  1. have successfully completed the placement of a 2-year fixed-rate Tier 10 subordinated note issue for a nominal amount of €500,000,000 (the "New Issue"); and

  2. set the maximum acceptance amount of its tender offers for two series of perpetual subordinated bonds issued in 2014 and 2015 launched on October 16, 2023 (the "Tender Offers") at €500,000,000.

The Tender Offers and the New Issue are part of Crédit Agricole Assurances' active capital management policy."

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Crédit Agricole Assurances announces the launch of tender offers for two series of undated subordinated notes and its intention to issue Tier 2 subordinated notes - FR0012444750 FR0012222297

16 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Globenewswire


"Crédit Agricole Assurances announces the launch of tender offers for two series of undated subordinated notes and its intention to issue Tier 2 subordinated notes


Crédit Agricole Assurances today announces the launch of tender offers for its two series of undated subordinated resettable notes issued in 2014 and 2015, and its intention to concurrently launch, subject to market conditions, a new issue of 10-year Tier 2 fixed rate euro subordinated notes (the "New Issue").

These transactions are part of Crédit Agricole Assurances' active management policy of its capital.


The invitation to holders (the "Holders") to tender their notes for purchase by Crédit Agricole Assurances in cash (the "Tender Offers") relates to the two tranches of undated subordinated notes issued in 2014 and 2015 by Crédit Agricole Assurances and currently benefiting from a grandfathering clause, with an outstanding principal amount of €1 billion (ISIN FR0012444750) and €750 million (ISIN FR0012222297) respectively, bearing interest at fixed annual rates of 4.25% and 4.5%, resettable respectively on 13 January and 14 October 2025 (the "Existing Notes")."




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