Airbus Group SE / Key word(s): Miscellaneous 10.06.2016 08:19 Dissemination of an Ad hoc announcement, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- (Not for publication or distribution in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.) This press release does not constitute or form a part of any offer to subscribe nor a solicitation to buy or subscribe to any securities of Dassault Aviation or Airbus Group, and the placement of the shares of Dassault Aviation as well as the placement of the bonds of Airbus Group do not constitute, in any circumstances, a public offering in any country, including France. Ad-hoc release, 10 June 2016 Airbus Group Completes Sale of Dassault Aviation Shares and Successfully Issues Exchangeable Bond - 1.33 million Dassault Aviation shares sold, around 62 % to institutional investors and 38 % to Dassault Aviation - Simultaneous issue of a EUR 1,077.9 million zero coupon bond due 2021 exchangeable into Dassault Aviation shares at a premium of 37.5% above the sale price of the shares - Total gross proceeds of EUR 2,379 million from the combined transactions - In case of exchange in full of the bonds, Airbus Group will have fully disposed of its Dassault Aviation stake Airbus Group SE (stock exchange symbol: AIR) has completed the sale of approximately 0.83 million shares in Dassault Aviation (the "Shares"), representing around 9.05 percent of the company's share capital, for a total amount of around EUR 784 million (the "Equity Placement"). The sale price determined in the bookbuilt offering to institutional investors was EUR 950 per Share, with settlement expected to occur on or around 14 June 2016. As part of its share buyback programme, Dassault Aviation has purchased 502,282 shares concurrently with the Equity Placement (representing around 5.5 percent of Dassault Aviation's share capital), at a price of EUR 950 per share (the "Buyback"). In addition to the Equity Placement and the Buyback, Airbus Group will issue bonds due 2021 for a nominal amount of EUR 1,078 million (the "Bonds"), which will be exchangeable into Dassault Aviation shares at a premium of 37.5 percent above the Equity Placement price, representing an exchange price of EUR 1,306.25 (the "Bond Issue", together with the Equity Placement and the Buyback, the "Transaction"). Following the Equity Placement and the Buyback, Airbus Group will hold approximately 9.0 percent of Dassault Aviation's share capital and 11.7 percent of its voting rights. In case of exchange in full of the Bonds or exercise of its Share Redemption Option, Airbus Group will no longer hold any of Dassault Aviation shares and voting rights. "Through this transaction, we have successfully achieved our objective to monetise fully our financial investment in Dassault Aviation as we focus on our core businesses and strategy," said Marwan Lahoud, Airbus Group Executive Vice President International, Strategy and Public Affairs. The Bonds will bear a coupon of 0 % and have a maturity of 5 years (except in case of an early redemption). The Bonds will be issued on or around 14 June 2016 at a price of 103.75 percent of the principal amount, corresponding to an annual yield to maturity of -0.73 percent. The holders of the Bonds will be able to exercise their exchange right at any time from 25 July 2016 until the 55th calendar day before the maturity date of the Bonds or, in the event of early redemption at the option of Airbus Group, until the 10th calendar day before the relevant redemption date, if applicable. Upon exchange, Airbus Group will have the flexibility to settle in cash, deliver ordinary shares of Dassault Aviation or a combination thereof. The exchange price will be subject to customary adjustments pursuant to the terms and conditions of the Bonds. The Bonds will be issued in principal amounts of EUR 100,000 per Bond and will be redeemed at par at maturity, subject to Airbus Group's option to deliver ordinary shares of Dassault Aviation and, as the case may be, an additional amount in cash (the "Share Redemption Option"). The Bonds may be redeemed earlier at Airbus Group's option under certain conditions. In addition, the holders of Bonds may demand early redemption of the Bonds at par in case of a Free Float Event, as described in the terms and conditions of the Bonds. BofA Merrill Lynch, BNP PARIBAS, Deutsche Bank AG, London Branch, Goldman Sachs International and J.P. Morgan acted as Joint Bookrunners on both the Equity Placement and the Bond Issue on behalf of Airbus Group (together, the "Joint Bookrunners"). Rothschild & Cie acted as financial advisor to Airbus Group in relation to the transaction. Airbus Group has agreed to a 180-day lock up for its remaining shares of Dassault Aviation corresponding to the shares underlying to the Bonds, subject to waiver from the Joint Bookrunners and certain exceptions, including: (i) transfer of shares to a subsidiary or any successor transferee in case of a merger, liquidation or de-merger, (ii) any public tender offer over all or part of the shares or (iii) any mandatory "squeeze-out" over the shares. An application will be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange. The proceeds of the Transaction will be used for the general corporate purposes of Airbus Group. .......................................................................... ......................................................................... Important notice The distribution of this press release and the offer and sale of the shares and the bonds referred to herein (the "Securities") may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Securities were not and are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Securities in such jurisdiction. This press release is not an offer of securities for sale in any jurisdiction, including the United States of America, Canada, South Africa, Australia or Japan. No action has been taken to permit a public offering of the Securities or possession or distribution of this press release in any jurisdiction where action for that purpose is required. Neither this press release nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitute or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States of America or in any other jurisdiction. The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. United Kingdom In the United Kingdom this press release is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated. This press release is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this press release in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions. The Netherlands No offers or sales may be made in The Netherlands other than to qualified investors, as defined under the Dutch Financial Supervision Act (Wet op het financieel toezicht). France The Securities have not been and will not be offered or sold, directly or indirectly, to the public in France. The Securities will be offered or sold in France only to (x) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (y) qualified investors (investisseurs qualifiés) acting for their own account, with the meanings ascribed to them in, and in accordance with, Articles L. 411-1, L. 411-2 and D. 411-1 of the French Code monétaire et financier and applicable regulations thereunder. European Economic Area With respect to member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Securities requiring a publication of a prospectus in any Member State. As a result, the Securities may only be offered in Member States: a) to "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors") or b) in circumstances falling within Article 3(2) of the Prospectus Directive. and provided that no such offer of Securities referred to in (a) to (b) above shall require Airbus Group or the Joint Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For these purposes, as defined in the Prospectus Directive, (i) the expression an "offer to the public of the Securities" in a relevant Member State, which has implemented the Prospectus Directive (as defined below), means any communication in any form and by any means of sufficient information on the terms of the offer of the Securities to be offered, so as to enable an investor to decide, as the case may be, to purchase or subscribe the Securities, as the same may be varied in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto), and includes any relevant implementing measure in the Relevant Member State. United States of America The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States of America or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) absent registration under the Securities Act or pursuant to an available exemption therefrom. The securities have not been and will not be registered under the Securities Act and no public offering of the securities will be made in the United States of America. Dassault Aviation may be classified a "passive foreign investment company" (PFIC) within the meaning of section 1297 of the U.S. Internal Revenue Code of 1986, as amended, for the current tax year and may be classified a PFIC in one or more future taxable years and U.S. investors should take their own tax advice accordingly. Canada, Australia, South Africa and Japan This press release is not to be published, transmitted or distributed, directly or indirectly, in the United States, South Africa, Australia, Canada or Japan. In connection with any offering of the Securities, Merrill Lynch International, BNP PARIBAS, Deutsche Bank AG, London Branch, Goldman Sachs International and J.P. Morgan Securities plc and any of their respective affiliates may take up as a principal position any Securities and in that capacity may retain, purchase or sell for their own account such Securities and other securities of Airbus Group or related investments in connection with the Equity Placement or otherwise. In addition they may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. Merrill Lynch International, Deutsche Bank AG, London Branch, Goldman Sachs International, J.P. Morgan Securities plc, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and BNP PARIBAS are acting on behalf of Airbus Group and no one else in connection with any offering of the Securities and will not regard any other person as their respective clients nor be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Securities nor for providing advice in relation to the Equity Placement, the Bond Issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein. None of Merrill Lynch International, Goldman Sachs International, J.P. Morgan Securities plc, Deutsche Bank AG, London Branch, BNP Paribas or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. About Airbus Group Airbus Group is a global leader in aeronautics, space and related services. In 2015, the Group - comprising Airbus, Airbus Defence and Space and Airbus Helicopters - generated revenues of EUR 64.5 billion and employed a workforce of around 136,600. Contacts for the media: Martin Agüera +49 (0) 175 227 4369 Rod Stone +33 (0) 6 30 521 993 Matthieu Duvelleroy +33 (0) 1 4697 4440 10.06.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Airbus Group SE P.O. Box 32008 2303 DA Leiden Netherlands Phone: 00 800 00 02 2002 Fax: +49 (0)89 607 - 26481 E-mail: [email protected] Internet: www.eads.com ISIN: NL0000235190 WKN: 938914 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart; Terminbörse EUREX End of Announcement DGAP News-Service ---------------------------------------------------------------------------