Folli Follie S.A. the (“Company”) announces today the final terms of the offering, by its
wholly owned subsidiary FF Group Finance Luxembourg SA, a public limited liability
company (société anonyme) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 54-56, boulevard Napoléon, L-2210 Luxembourg
and in the process of being registered with the Luxembourg trade and companies register
(Registre de Commerce et des Sociétés Luxembourg) (the “Issuer”), of EUR 249.5 million
guaranteed exchangeable notes (the “Notes”) due 2019 (the “Offering”). The Notes will be
exchangeable into convertible bonds (the “Bonds”) to be issued by the Company, replicating
the economics of the Notes, which will automatically be converted into ordinary shares of the
Company (the “Shares”), subject to the Company’s right to elect to deliver an equivalent
amount in cash for all or part of the Shares.
The majority of the proceeds of the Offering will be used to reimburse existing debt at the
Company level, which will lead to a significant reduction of the financing cost for the
Company, as well as the lengthening of its funding maturity profile. The Company intends to
use the remainder of the net proceeds for general corporate purposes with the objective of
funding the rapid expansion of the group and for potential share buybacks.
George Koutsolioutsos, FF Group’s CEO, commented: "We are excited with the successful
completion of this transaction. The exchangeable bond offering represents a new milestone
for our Group and a vote of confidence from the international investors’ community. This is
our first public debt instrument in the international markets and will be a useful recourse for
the future growth and expansion of the Group.”
The Notes will be issued at 100% of their principal amount in denominations of EUR
100,000, will carry a 5 year maturity and will bear interest at a rate of 1.75% per annum
payable semi-annually in arrear. The conversion price was set at EUR 40.763, representing
a premium of 30% above the volume weighted average price of the Shares on the Athens
olli Follie Group - 23rd km Athens-Lamia Highway, 145 65, Athens, Greece
Exchange between launch and pricing of the Offering. The conversion price will be subject to
customary adjustments pursuant to the terms and conditions of the Notes.
The number of Shares initially underlying the Notes represents approximately 9% of the
Company’s total share capital.
Deutsche Bank and Morgan Stanley were acting as Joint Bookrunners on the Offering. The
Offering was made to institutional investors only, outside the United States, Australia,
Canada and Japan, in offshore transactions (in reliance on Regulation S).
The Company intends to apply for the admission of the Notes to trading on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange within 90 days following the