Agios Stefanos, 23 November 2020
The Board of Directors (the “Board”) of Folli Follie Commercial Manufacturing and Technical Société Anonyme with the distinctive title “FF Group” (the “Company”), further to the announcements dated 18 November 2020 regarding the launch of consent solicitations addressed to the holders of the €249,500,000 1.75 per cent. Guaranteed Exchangeable Notes (the “Eurobonds”) and the CHF 150,000,000 3.25% Notes due 2021 (the “Swissbonds”), confirms that it will be holding a Creditors’ call by webinar (the “Webinar”) as follows:
Date: 25 November 2020
Time: 2 p.m. Eastern European Time
1 p.m. Central European Time
12 p.m. British Standard Time
Unless otherwise defined herein, capitalised terms used in this announcement have the same meanings ascribed to them in the Company’s announcements dated 18 November 2020.
The Webinar will be held by the Board and will be available exclusively to the holders of the Eurobonds, the Swissbonds and the €31,000,000 and €20,000,000 Schuldschein loans due 2021 (together, the “Creditors”). The registration of holders of the Eurobonds and the Swissbonds to the Webinar will take place through the transaction website managed by the Tabulation and Information Agent (Lucid Issuer Services Limited): http://www.lucid-is.com/follifollie.
The registration form will be available from the issuance of this announcement until Wednesday, 23 November 2020, 11 am EET. Those Creditors who register during the above period (the “Participants”) will receive an e-mail message containing the details for their participation in the Webinar.
Participants can submit questions regarding the Consent Solicitations, the Offer to Participate and the Key Documents directly to the e-mail address provided in the transaction website (http://www.lucid-is.com/follifollie) prior to Tuesday, 24 November 2020, 5 pm EET, in order for the Board to provide specific clarifications during the Webinar.
Disclaimer and Restrictions
This announcement must be read in conjunction with the Consent Solicitation Memorandum addressed to the holders of the Eurobonds and the Consent Solicitation Memorandum addressed to the holders of the Swissbonds (jointly the “Consent Solicitation Memoranda”). The Consent Solicitation Memoranda contain important information which should be read carefully before any decision is made with respect to the Consent Solicitations or the Bridge Notes Offer. If any Creditor is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant and authorized independent financial adviser. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Company or the Issuer or any other entity.
The Bridge Notes will be issued and delivered in reliance upon exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Bridge Notes will be offered and sold solely to persons within the United States or to U.S. persons, in each case where each such person is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that is an institution, or (y) a QIB. Outside the United States, the Bridge Notes will be offered and sold solely to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, who are not retail investors in the European Economic Area or in the United Kingdom (defined as persons who are one (or more) of: (x) retail clients as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II”); or (y) customers within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client (as defined in point (10) of Article 4(1) of MiFID II); or (z) not qualified investors as defined in Regulation (EU) 2017/1129.
The distribution of this announcement and the Consent Solicitation Memoranda may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Consent Solicitation Memoranda comes are required by the Company, Issuer, the Trustee, the Principal Agent, the Registrar, the Appointees and the Tabulation and Information Agent to inform themselves about, and to observe, any such restrictions. This announcement and the Consent Solicitation Memoranda do not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Company, the Issuer, the Trustee, the Principal Agent, the Registrar, the Appointees and/or the Tabulation and Information Agent, will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.
This announcement is released by the Company in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR) and the Rule Book of the Athens Stock Exchange. The Consent Solicitation Memoranda contain information that qualifies as inside information for the purposes of Article 7 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging the release of this announcement on behalf of the Company is Mantalena Kasidiaropoulou, Head Investor Relations.