NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1993, AS AMENDED (THE “SECURITIES ACT”)) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
NANTERRE (FRANCE) JUNE 3, 2025
FORVIA TO OFFER AN ADDITIONAL EUR 200 MILLION OF SENIOR NOTES DUE 2030
FORVIA has announced today that it will make an offering of EUR 200 million in aggregate principal amount of senior notes due 2030 (the “New Notes”) to be consolidated and form a single series with the existing EUR 750 million in aggregate principal amount of senior notes due 2030 issued on March 24, 2025 after the expiry of a 40-day distribution compliance period. The completion of the offering of the New Notes is subject to market conditions.
FORVIA intends to use the proceeds of the offering of the New Notes to fund the repurchase of FORVIA’s outstanding 2.750% Sustainability-Linked Notes due 2027 (the “2027 Sustainability-Linked Notes”) in a cash tender offer (the “Tender Offer”) and pay fees and expenses incurred in connection therewith, including net premiums and accrued and unpaid interest on the 2027 Sustainability-Linked Notes, and fees and expenses incurred in connection with the offering of the New Notes.
The Tender Offer launches today and remains subject to conditions, such as the completion of the offering of the New Notes. FORVIA plans to repurchase the 2027 Sustainability-Linked Notes in an amount expected to be equal to the principal amount of the New Notes. The final amount of 2027 Sustainability-Linked Notes accepted in the Tender Offer will be subject to the final amounts of tenders received.
IMPORTANT NOTICE
This document is not an offer of securities for sale in the United States. The notes being offered by Forvia (the “NewNotes") may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of New Notes described in this announcement has not been and will not be registered under the Securities Act, and accordingly any offer or sale of New Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.
Nothing herein shall be construed as an offer to purchase or a solicitation of an offer to sell or buy any notes, including the 2027 Sustainability-Linked Notes. Nothing herein constitutes a notice of redemption for the 2027 Sustainability-Linked Notes.
It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.
Promotion of the New Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the New Notes are not being promoted to the general public in the United Kingdom. This announcement is directed solely at (i) persons located outside the United Kingdom, (ii) persons with 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”), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities of the Issuer or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) – (iv) above being “relevant persons”). Any investment activity to which this announcement relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this announcement.
The offer and sale of the New Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Regulation EU 2017/1129, as amended (the "Prospectus Regulation") or an offer to the public.
The offer and sale of the New Notes will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) or an offer to the public.
MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the New Notes are not available to retail investors in EEA.
MiFIR professionals/ECPs-only/No UK PRIIPs KID – Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as the New Notes are not available to retail investors in the UK.
Neither the content of Forvia’s website nor any website accessible by hyperlinks on Forvia’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into any jurisdiction may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, no money, securities or other consideration will be accepted.
