Amundi : Success of Amundi[1]'s Initial Public Offering

Success of Amundi^[1]'s Initial Public Offering

• Price of the French retail offering ("French Retail Offering") and of the international offering ("International Offering", together with the French Retail Offering, the "Global Offering") : €45.00 per share.
• Initial Global Offering size : 33,358,336 existing shares sold by Société Générale (the "Selling Shareholder") (the "Initial Sale Shares"), representing 20% of Amundi's share capital (excluding the ESOP 2015, as defined below), amounting to approximately €1,501 million (excluding any exercise of the over-allotment option).
• In the event the over-allotment option is exercised, sale by Crédit Agricole SA of a maximum of 5,003,750 additional sale shares, representing a maximum of 3% of Amundi's share capital (excluding the ESOP 2015, as defined below) (the "Additional Sale Shares", together with the Initial Sale Shares, the "Sale Shares"), which may bring the number of Sale Shares to a maximum of 38,362,086 shares. The full exercise of the over-allotment option represents an amount of approximately €225 million, which may bring the Global Offering to a maximum amount of approximately €1,726 million.
• Concurrent sale of Amundi shares by Crédit Agricole SA to Faithful Way Investment Limited, a special purpose affiliate of ABC International Holdings Limited (professional platform for Agricultural Bank of China to provide investment banking services), at the Global Offering price and upon the settlement of the Global Offering, of a number of 3,333,333 ordinary shares, representing 2% of Amundi's share capital (excluding the ESOP 2015, as defined below), amounting to an investment of €150 million.
• Following the Global Offering, free float of approximately 20% of the ordinary shares that compose Amundi's share capital, which may be brought to approximately 23% of the ordinary shares that compose the share capital in the event the over-allotment option is exercised in full.
• Market capitalization of Amundi : on the basis of a Global Offering price of €45.00 per share and of the 166,791,680 existing shares following the Global Offering (excluding the ESOP 2015, as defined below), approximately €7.5 billion.

Concurrently with the initial public offering, an offer to subscribe shares is made to employees and assimilated beneficiaries, retirees and early retirees, of the Amundi group companies that are members of the Company Savings Plan related to the Amundi Economic and Social Unit, as well as to employees of Amundi group companies that are members of Amundi's International Group Savings Plan (the Employee Share Ownership Plan or "ESOP 2015").

The subscription price for the ESOP 2015 has been set at €36.00 per share, representing a discount of 20% (rounded up to the nearest euro cent) compared to the Global Offering price.

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November 11, 2015 - Amundi announces today the success of its initial public offering on the regulated market of Euronext in Paris. 

The Global Offering was well received by French and international institutional investors and the Global Offering price has been set at €45.00 per share.

With this transaction, the sale of the Initial Sale Shares by the Selling Shareholder amounts to approximately €1,501 million. In the event the over-allotment option is exercised in full, the maximum amount of the sale by Crédit Agricole SA of the Additional Sale Shares would represent approximately €225 million, which may bring the Global Offering to a maximum amount of approximately €1,726 million.

On the basis of a Global Offering price of €45.00 per share, and of the 166,791,680 existing shares following the Global Offering (excluding the ESOP 2015), the market capitalization of Amundi amounts to approximately €7.5 billion.

Commencement of trading of Amundi shares on the regulated market of Euronext in Paris (compartment A; ISIN : FR0004125920; mnemonic : AMUN) on a listing line called "Amundi AIW" will take place on November 12, 2015 and continue until and including the settlement date for the French Retail Offering and International Offering, scheduled on November 13, 2015. Commencement of trading of Amundi shares on the regulated market of Euronext in Paris on a listing line called "Amundi" will take place on November 16, 2015.

The main objective of Amundi's initial public offering on the regulated market of Euronext in Paris is to allow Amundi to increase the group's visibility and reputation, access a new source of financing, and increase its strategic and financial flexibility in order to support its development in France and in international markets. It will also allow the Selling Shareholder to access liquidity. In addition, the sale of its shares by Crédit Agricole SA in respect of the exercise of the over-allotment option would facilitate the liquidity of Amundi's shares and the stabilization of its market price during the period following the admission to trading. Only the Selling Shareholder and Crédit Agricole SA will receive the proceeds from the sale of the Initial Sale Shares and the Additional Sale Shares, respectively.

TERMS AND CONDITIONS OF THE FRENCH RETAIL OFFERING AND THE GLOBAL OFFERING

Global Offering price

The price of the French Retail Offering and of the International Offering is set at €45.00 per share.

Breakdown of the Global Offering (excluding any exercise of the over-allotment option)

• 32,892,081 shares were allocated to the International Offering (representing approximately €1,480 million or approximately 98.6% of the Initial Sale Shares).
   
• 466,255 shares were allocated to the French Retail Offering (representing approximately €21 million or approximately 1.4% of the Initial Sale Shares).

Size of the Global Offering (excluding any exercise of the over-allotment option)

On the basis of the 33,358,336 Initial Sale Shares sold by the Selling Shareholder, representing 20% of Amundi's share capital (excluding the ESOP 2015), the gross proceeds from the French Retail Offering and the International Offering represent an amount of approximately €1,501 million (before any exercise of the over-allotment option) on the basis of the Global Offering price set at €45.00 per share. Only the Selling Shareholder will receive the proceeds from the sale of the Initial Sale Shares.

Over-allotment option

Crédit Agricole SA granted to J.P. Morgan Securities plc (or any entity acting on its behalf), acting in the name and on behalf of the underwriters, an over-allotment option exercisable from November 11, 2015 to December 11, 2015 (inclusive), for a maximum amount of 15% of the Initial Sale Shares in connection with the Global Offering, representing a maximum number of 5,003,750  Additional Sale Shares, representing a maximum of 3% of Amundi's share capital (excluding the ESOP 2015). Only Crédit Agricole SA will receive the proceeds from the sale of the Additional Sale Shares.

If the over-allotment option is exercised in full, the Global Offering will amount to approximately €1,726 million, i.e. a maximum number of 38,362,086 Sale Shares, representing approximately 23% of the ordinary shares composing the share capital and voting rights of Amundi (excluding the ESOP 2015).

Concurrent sale of Amundi shares

In connection with the planned listing of Amundi shares on the regulated market of Euronext in Paris, an agreement was signed between Amundi, Crédit Agricole SA and Faithful Way Investment Limited  (the "Investor"), a special purpose affiliate of ABC International Holdings Limited (professional platform for Agricultural Bank of China to provide investment banking services), providing for the sale by Crédit Agricole SA and the purchase by the Investor, at the Global Offering price and upon the settlement of the Global Offering, of a number of 3,333,333 ordinary shares on the basis of a Global Offering price of €45.00 per share, representing 2% of Amundi's share capital (excluding the ESOP 2015), amounting to an investment of €150 million.

Timetable

Commencement of trading of Amundi shares on the regulated market of Euronext in Paris (Compartment A) on a listing line called "Amundi AIW" will take place on November 12, 2015 and continue until and including the settlement date for the French Retail Offering and International Offering, scheduled on November 13, 2015. Commencement of trading of Amundi shares on the regulated market of Euronext in Paris on a listing line called "Amundi" will take place on November 16, 2015.

Financial Intermediaries

Crédit Agricole Corporate and Investment Bank, Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and Société Générale Corporate and Investment Banking are acting as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners.

Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Merrill Lynch International and UBS Investment Bank are acting as Joint Lead Managers and Joint Bookrunners.

ABN AMRO Bank N.V, Banca IMI S.p.A, Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Nomura International Plc and UniCredit Bank AG, Milan Branch are acting as Co-Lead Managers.

Free float

Following the Global Offering, Amundi's free float will amount to approximately 20% of its ordinary shares that compose the share capital (excluding the ESOP 2015) which may be increased to approximately 23% of the ordinary shares composing the share capital in the event the over-allotment option is exercised in full.

Shareholding structure

Following the Global Offering, the share capital of Amundi will be held as follows^[2] :

Following the Global Offering :
-               assuming no exercise of the over-allotment option, Crédit Agricole SA will hold 127,805,080 shares and voting rights, representing 76.6% of Amundi's share capital and voting rights, SACAM Développement will hold 2,294,927 shares and voting rights, representing 1.4% of Amundi's share capital and voting rights, and SIGMA Investissement 41, SIGMA Investissement 42, SIGMA 39 and SIGMA 40 each will hold 1 Amundi share.
-               assuming full exercise of the over-allotment option, Crédit Agricole SA will hold 122,801,330 shares and voting rights, representing 73.6% of Amundi's share capital and voting rights, SACAM Développement will hold 2,294,927 shares and voting rights, representing 1.4% of Amundi's share capital and voting rights, and SIGMA Investissement 41, SIGMA Investissement 42, SIGMA 39 and SIGMA 40 each will hold 1 Amundi share.

ABC International Holdings Limited (professional platform for Agricultural Bank of China to provide investment banking services), which will hold through Faithful Way Investment Limited, a special purpose affiliate of ABC International Holdings Limited.

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Information available to the public

Copies of the prospectus that has been granted visa number 15-552 by the AMF on October 30, 2015, consisting of a Document de base registered with the AMF under number of I.15-073 on October 6, 2015 and a Note d'opération (including a summary of the prospectus) are available on the websites of Amundi (www.amundi.com) and the AMF (www.amf-france.org), and free of charge upon request to Amundi at 90 boulevard Pasteur, 75015 Paris. Amundi draws the public's attention to Chapter 4 "Risk Factors" of the Document de base and Section 2 of the Note d'opération "Risk Factors related to the Global Offering". One or more of these risks, should they materialize, could have a material adverse effect on the Amundi group's activities, assets, financial position, results or prospects, as well as on the market price of Amundi shares. 
About Amundi

Amundi is the leading European asset manager and among the top ten asset managers worldwide^[3], with €952 billion of assets under management ("AuM") as of September 30, 2015. Amundi is a global player, operating through two business lines: Retail (management of saving solutions distributed in France and worldwide by the Crédit Agricole and Société Générale group networks, worldwide by other banking networks through distribution agreements and managing joint-ventures, and in France and worldwide by third-party distributors) and Institutional (including sovereign funds, companies, insurers of the Crédit Agricole and Société Générale groups and other institutional investors). Amundi has a presence in 30 countries across 5 continents, developed through a combination of organic growth, acquisitions and long-term partnerships.

Contacts

Amundi / Press Relations
Natacha Sharp
+33 1 76 37 86 05
natacha.sharp@amundi.com

Amundi / Investor Relations
Cyril Meilland, CFA
+33 1 76 32 17 16
cyril.meilland@amundi.com

Chandos Communications
Louise Tingström
+44 (0) 7899 066 995
ltingstrom@chandoscomms.com        
Disclaimer

This announcement does not, and shall not, in any circumstances constitute a public offering or an offer to subscribe shares nor an invitation to the public in connection with any public offering.

No communication or other information related to this transaction or to Amundi may be distributed to the public in any jurisdiction where approval or registration is required. No steps have been or will be taken by the company in any country (other than France) where such steps would be required. The subscription for or the purchase of Amundi shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Amundi assumes no responsibility for any violation of any such restrictions by any person.

This press release does not constitute a prospectus within the meaning of Directive 2003/71/CE of the European Parliament and Council dated November 4, 2003, to the extent implemented in the relevant member states of the European Economic Area (together, the "Prospectus Directive").

This press release is an advertisement.

In France, an offer of securities to the public may only be made pursuant to a prospectus which has received an AMF visa. With respect to the member states of the European Economic Area other than France (the "Member States") having implemented the Prospectus Directive into law, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such Member States. Consequently, the securities cannot be offered and will not be offered in any Member State (other than France), except in accordance with the exemptions set out in Article 3(2) of the Prospectus Directive, if they have been implemented in the relevant Member State(s) or in the other cases which do not require the publication by Amundi of a prospectus pursuant to the Prospectus Directive and/or applicable regulation in the Member States.

The distribution of this press release is not made, and has not been approved, by an "authorized person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is addressed to and directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments within the meaning of Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The securities of Amundi are directed only at Relevant Persons and no invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities of Amundi may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

These materials are not an offer for sale of Amundi shares in the United States or in any other jurisdiction. Amundi shares may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Amundi does not intend to register in the United States any portion of the offering or to conduct a public offering of the shares in the United States.

Circulation of this press release in certain countries may result in a violation of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, Australia or Japan. This press release should not be published, circulated or distributed, directly or indirectly, within the United States, Canada, Australia or Japan.

From the announcement date of the Global Offering price and during a period ending 30 calendar days following the pricing of the Global Offering (i.e., according to the expected timetable, until December 11, 2015, included), J.P. Morgan Securities plc, acting as stabilizing agent may, without any obligation, in compliance with laws and regulations, in particular Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/06/CE of the European Parliament and the Council of 28 January 2003 on insider dealing and market manipulation, effect transactions with a view to maintaining the market price of the Amundi shares on the regulated market of Euronext Paris. In compliance with Article 10-1 of the Regulation (EC) 2273/03 of 22 December 2003, the stabilization activities shall not in any circumstances be executed above the Global Offering price. Such stabilization activities may affect the price of the shares and may conduct to the fixing of the market price higher than the one which would otherwise be fixed. Even if stabilization activities were carried out, J.P. Morgan Securities plc may, at any time, decide to stop such activities. Information of the competent market authorities and the public will be made in compliance with Article 9 of the above mentioned Regulation. In compliance with the provisions of Article 11b) of the above mentioned Regulation, the Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners, acting on behalf of the underwriters of the Global Offering, may, over-allot in the context of the Global Offering at the number of shares covered by the over-allotment option, plus, if applicable, 5% of the Global Offering (excluding the exercise of the over-allotment option).

The contents of this announcement have been prepared by and are the sole responsibility of Amundi S.A. None of. Crédit Agricole Corporate and Investment Bank, Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, Société Générale Corporate and Investment Banking, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Merrill Lynch International, UBS Investment Bank, ABN AMRO Bank N.V, Banca IMI S.p.A, Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Nomura International Plc and UniCredit Bank AG, Milan Branch 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 Amundi, 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.

Crédit Agricole Corporate and Investment Bank, Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, Société Générale Corporate and Investment Banking, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Merrill Lynch International, UBS Investment Bank, ABN AMRO Bank N.V, Banca IMI S.p.A, Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Nomura International Plc and UniCredit Bank AG, Milan Branch are acting for Amundi, and no one else in connection with this announcement and  will not be responsible to anyone other than Amundi, for providing the protections afforded to their clients, or for giving advice in connection with  this announcement or any matter referred to herein.