PRESS RELEASE REGULATORY INFORMATION
Not for distribution, publication, release, directly or indirectly, in the United States, Canada, Australia or Japan
Paris, April 5, 2017
Iliad was informed of the disposal yesterday in the market of 1,015,400 Iliad S.A. shares (1.72% of the capital of the company), held by NJJ Holding, Mr Xavier Niel's investment holding company and by Mr Niel, in a private placement transaction.
Following this disposal, Mr Xavier Niel remains the main shareholder with 52.43% of Iliad share capital and is subject to a 90-day lock-up on his stake, as from the settlement and delivery of the transaction, subject to certain exceptions.
This share disposal enlarges the free float of the company.
Société Générale Corporate & Investment Banking acted as Sole Bookrunner for this transaction.
About Iliad
Iliad is the parent company of Free, the inventor of the Freebox, the first multiservice box on ADSL. Free is behind numerous innovations in the Broadband and Ultra-Fast Broadband access segment (VoIP, IPTV, flat-rate calling plans to multiple destinations, etc.). Free provides straightforward and innovative offerings at the best prices. For example, the Freebox Revolution, the 6th generation of Freebox units, notably includes an NAS and a Blu-Ray TM drive, and the Freebox mini 4K was the first Android TV TM and 4K box on the French market. Free was the first operator to include calls from landlines to mobile phones in its offerings and also calls to French overseas departments (DOM). Since January 2012, Free has brought mobile phone usage within everyone's reach with straightforward, no-commitment offerings at very attractive prices. The Free Mobile Plan now includes roaming communications, all year round, in the Europe Zone as well as in the United States, Australia, South Africa, Canada, Israel and New Zealand (3G). As at December 31, 2016, Free had over 19 million subscribers (6.4 million Broadband and Ultra-Fast Broadband subscribers and 12.7 million mobile subscribers).
| Exchange: Euronext Paris | Market place: Eurolist A of Euronext Paris (SRD) |
| Ticker symbol: ILD | ISIN Code: FR0004035913 |
| FTSE classification: 974 Internet | Member of Euro Stoxx, SBF 120, CAC Next 20, CAC Mid 100 |
Disclaimer
No communication and no information in respect of the sale described in this announcement may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The placement described in this announcement (the " Placement ") may be subject to specific legal or regulatory restrictions in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC, as implemented in each member state of the European Economic Area, and amendments thereto, to the extent implemented in the relevant member State of the European Economic Area (together, the " Prospectus Directive ").
This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe, nor a solicitation to offer to purchase or to subscribe securities in any jurisdiction.
In France, the offer and sale of securities described in this announcement are exclusively carried out through a private placement, in accordance with article L.411-2 II of the French Financial and Monetary Code and the related applicable regulations. The offer and sale of securities described in this announcement do not constitute a public offering within the meaning of article L.411-1 of the French Financial and Monetary Code and will not require the preparation of a prospectus submitted to the visa of the Autorité des marchés financiers .
With respect to the member states of the European Economic Area, other than France, 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 shares of Iliad sold by Mr Xavier Niel and NJJ Holding requiring a publication of a prospectus in any Relevant Member State. As a consequence, the shares of Iliad may only be offered or sold by Mr Xavier Niel and NJJ Holding in any Relevant Member State pursuant to an exemption under the Prospectus Directive.
The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Mr Xavier Niel and NJJ Holding do not intend to register the offer or any portion thereof in the United States or to conduct a public offering of securities in the United States.
This document does not constitute a public offering of securities in the United Kingdom. In the United Kingdom, this document is directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Financial Promotion Order "), (ii) to persons referred to under Article 49(2)(a) to (d) of the Financial Promotion Order ("high net worth entities, unincorporated associations or trust") or (iii) to other persons to whom this document may be lawfully communicated (all such persons together being referred to as " relevant persons "). In the United Kingdom, any person who is not a relevant person should not act or rely on this document or any of its contents. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
This press release may not be published, forwarded or distributed in the United States, Canada, Australia or Japan.
www.iliad.fr/en
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