Distribution of Faurecia shares and cash
has become unconditional
Amsterdam, March 10, 2021 – Stellantis N.V.
(NYSE / MTA / Euronext Paris: STLA) (“Stellantis”) announced today
that the previously announced conditional distribution (the
“Distribution”), pursuant to a capital reduction, by Stellantis to
the holders of its common shares of up to 54,297,006 ordinary
shares of Faurecia S.E. (“Faurecia”) and up to €308 million in
cash, being the proceeds received by Peugeot S.A. from the sale of
ordinary shares of Faurecia in October 2020, has become
unconditional.
As previously announced, the calendar for the
Distribution will be as follows: (i) ex-date on Monday, March 15,
2021; and (ii) record date on Tuesday, March 16, 2021. Holders of
Stellantis common shares will be entitled to: (i) 0.017029 ordinary
shares of Faurecia; and (ii) €0.096677 for each common share of
Stellantis they hold on the record date for the Distribution. The
cash portion of the Distribution will be paid on Monday, March 22,
2021, and holders of Stellantis common shares traded on the New
York Stock Exchange will receive it in U.S. dollars at the official
USD/EUR exchange rate reported by the European Central Bank as of
March 11, 2021.
Generally, the ordinary shares of Faurecia will
be delivered to holders of Stellantis common shares entitled
thereto on Monday, March 22, 2021, subject to the restrictions and
requirements set forth below.
As the ordinary shares of Faurecia are not
currently eligible for clearing and settlement through the
Depository Trust Company (DTC) or on a register maintained in the
U.S., in order to receive the Faurecia ordinary shares pursuant to
the Distribution, shareholders holding Stellantis common shares in
a DTC participant account or as a registered holder on the
Stellantis U.S. share register are required to provide details of a
securities account with an intermediary participating in Euroclear
France on which their entitlement to the Faurecia ordinary shares
may be delivered. Stellantis will be unable to deliver any Faurecia
ordinary shares to shareholders holding Stellantis common shares in
a DTC participant account or as a registered holder on the U.S.
Stellantis share register unless they have made a valid election by
4:00 pm (U.S. Eastern Time) on Friday March 26, 2021.
Delivery to those holders who have made a valid
election will occur on or about Thursday, April 1, 2021. Stellantis
will make available an online election facility to make such
election, and additional information in this respect has been
published under the Investors section on Stellantis’s corporate
website (www.stellantis.com) and in an Information Statement
available at
www.stellantis.com/en/investors/stock-and-shareholder-info/egm-8-march-2021
and submitted to the U.S. Securities and Exchange Commission on
Form 6-K on Friday March 5, 2021.
If a valid election is not made, Stellantis will
take whatever measures it will deem practicable with respect to the
Faurecia ordinary shares which non-electing shareholders would
otherwise have been entitled to receive, including potentially
appointing a broker to sell such shares in the market. There is no
assurance regarding whether and when any such sale will be carried
out or the proceeds will be distributed, the price per share that
may be realized in the market, or the transaction costs that will
be incurred.
Additional information related to the
Distribution has been made available on the Investors section of
the website of Stellantis at www.stellantis.com.
About Stellantis
Stellantis is one of the
world’s leading automakers and a mobility provider, guided by a
clear vision: to offer freedom of movement with distinctive,
affordable and reliable mobility solutions. In addition to
the Group’s rich heritage and broad geographic presence, its
greatest strengths lie in its sustainable performance, depth of
experience and the wide-ranging talents of employees working around
the globe. Stellantis will leverage its broad and iconic brand
portfolio, which was founded by visionaries who infused the marques
with passion and a competitive spirit that speaks to employees and
customers alike. Stellantis aspires to become the greatest, not the
biggest while creating added value for all stakeholders as well as
the communities in which it operates.
@Stellantis |
Stellantis |
Stellantis |
Stellantis |
For more information contact:
Claudio D’AMICO: +39 334 7107828 -
claudio.damico@stellantis.com |
Karine DOUET: +33 6 61 64 03 83
-karine.douet@stellantis.com |
Valérie GILLOT: +33 6 83 92 92 96
- valerie.gillot@stellantis.com Shawn
MORGAN: +1 248 760 2621 - shawn.morgan@stellantis.com
|
www.stellantis.com
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking
statements. In particular, these forward-looking statements include
statements regarding future financial performance and the
expectations of the combined group (the “Group”) resulting from the
merger of FCA and Groupe PSA as to the achievement of certain
targeted metrics at any future date or for any future period are
forward-looking statements. These statements may include terms such
as “may”, “will”, “expect”, “could”, “should”, “intend”,
“estimate”, “anticipate”, “believe”, “remain”, “on track”,
“design”, “target”, “objective”, “goal”, “forecast”, “projection”,
“outlook”, “prospects”, “plan”, or similar terms. Forward-looking
statements are not guarantees of future performance. Rather, they
are based on the Group’s current state of knowledge, future
expectations and projections about future events and are by their
nature, subject to inherent risks and uncertainties. They relate to
events and depend on circumstances that may or may not occur or
exist in the future and, as such, undue reliance should not be
placed on them. Actual results may differ materially from those
expressed in forward-looking statements as a result of a variety of
factors, including: the impact of the COVID-19 pandemic, the
ability of the Group to launch new products successfully and to
maintain vehicle shipment volumes; changes in the global financial
markets, general economic environment and changes in demand for
automotive products, which is subject to cyclicality; changes in
local economic and political conditions, changes in trade policy
and the imposition of global and regional tariffs or tariffs
targeted to the automotive industry, the enactment of tax reforms
or other changes in tax laws and regulations; the Group’s ability
to expand certain of its brands globally; its ability to offer
innovative, attractive products; its ability to develop,
manufacture and sell vehicles with advanced features including
enhanced electrification, connectivity and autonomous-driving
characteristics; various types of claims, lawsuits, governmental
investigations and other contingencies, including product liability
and warranty claims and environmental claims, investigations and
lawsuits; material operating expenditures in relation to compliance
with environmental, health and safety regulations; the intense
level of competition in the automotive industry, which may increase
due to consolidation; exposure to shortfalls in the funding of the
Group’s defined benefit pension plans; the ability to provide or
arrange for access to adequate financing for dealers and retail
customers and associated risks related to the establishment and
operations of financial services companies; the ability to access
funding to execute the Group’s business plans and improve their
businesses, financial condition and results of operations; a
significant malfunction, disruption or security breach compromising
information technology systems or the electronic control systems
contained in the Group’s vehicles; the Group’s ability to realize
anticipated benefits from joint venture arrangements; disruptions
arising from political, social and economic instability; risks
associated with our relationships with employees, dealers and
suppliers; increases in costs, disruptions of supply or shortages
of raw materials; developments in labor and industrial relations
and developments in applicable labor laws; exchange rate
fluctuations, interest rate changes, credit risk and other market
risks; political and civil unrest; earthquakes or other disasters;
the risk that the operations of Groupe PSA and FCA will not be
integrated successfully and other risks and uncertainties. Any
forward-looking statements contained in this communication speak
only as of the date of this document and the Group disclaims any
obligation to update or revise publicly forward-looking statements.
Further information concerning the Group and its businesses,
including factors that could materially affect the Group’s
financial results, are included in FCA’s reports and filings with
the U.S. Securities and Exchange Commission (including the
registration statement on Form F-4 that was declared effective by
the SEC on November 20, 2020), the AFM and CONSOB and PSA’s filings
with the AMF.
- Distribution of Faurecia shares and cash has become
unconditional
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