Pre stabilisation Notice
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
Banijay Group S.A.S.
Natixis S.A. (Jean Dado +442032169560 and Sébastien Saubier +442032169125) hereby gives notice that the Stabilisation manager named below may stabilise the offer of the following securities in accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.
Pre-stabilisation Period Announcement
|Issuer:||Banijay Group S.A.S.|
|Guarantor (if any):||On the Issue Date, the Notes will be guaranteed on a senior secured basis by Banijay Entertainment, Banijay France SAS, Adventure Line Productions SAS, H2O Productions SAS, Zodiak Media Limited, Banijay Rights Limited, RDF Television Ltd, Banijay UK Ltd, Bwark Productions Ltd, Zodiak Media AB, Mastiff AB, Jarowskij Sverige AB, Bunim-Murray Productions LLC, MTheory Entertainment Inc. and Mobility Production Inc.|
|Aggregate nominal amount:||€350,000,000|
|Description:||Notes due 2022|
|Stabilisation Manager:||NATIXIS S.A.|
|Stabilisation period expected to start on:||29/06/2017|
|Stabilisation last occurred:||N/A|
|Stabilisation period expected to end no later than:||28/07/2017|
|Existence, maximum size and conditions of use of over-allotment facility||The stabilisation Manager may over-allot the securities to the extent permitted in accordance with applicable law.|
|Stabilisation trading venues:||Expected to be OTC and MTFs|
In connection with the offer of the above securities, the Stabilisation Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules. This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom 10.
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU and any relevant implementing measure in each Member State of the European Economic Area, the “Prospectus Directive”) before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.