Peugeot S.A. informs its shareholders of certain changes in the terms of participation in the Special Meeting and the Extraordinary General Meeting of January 4, 2021
By reading this communication, you agree to be bound by the following limitations and qualifications:
This communication is for informational purposes only and is not intended to and does not constitute an offer or invitation to exchange or sell or solicitation of an offer to subscribe for or buy, or an invitation to exchange, purchase or subscribe for, any securities, any part of the business or assets described herein, or any other interests or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication should not be construed in any manner as a recommendation to any reader of this document.
This communication is not a prospectus, product disclosure statement or other offering document for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017.
An offer of securities in the United States pursuant to a business combination transaction will only be made, as may be required, through a prospectus which is part of an effective registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). A registration statement on Form F-4 was filed with the SEC in connection with the combination of Fiat Chrysler Automobiles N.V. (“FCA”) and Peugeot S.A. (“PSA”) through a cross-border merger and was declared effective by the SEC on November 20, 2020, and the prospectus was mailed to the holders of PSA ordinary shares (other than holders of PSA ordinary shares who are non-U.S. persons (as defined in the applicable rules of the SEC)) on or about November 23, 2020. Shareholders of PSA and FCA who are U.S. persons or are located in the United States are advised to read the registration statement because it contains important information relating to the proposed transaction. You may obtain free copies of all documents filed with the SEC regarding the proposed transaction, documents incorporated by reference, and FCA’s SEC filings at the SEC’s website at http://www.sec.gov.
Following the publication of decree n° 2020-1614 of December 18, 2020 extending and modifying decree n° 2020-418 of April 10, 2020 specifying the procedures for holding meetings behind closed doors, the company informs its shareholders of certain changes in the terms of participation and holding of the Meetings of January 4, 2021.
Shareholders who have chosen to be represented by a proxy of their choice must notify their appointment, and may also revoke them until the fourth day preceding the meetings, i.e. no later than Thursday, December 31, 2020 at midnight, Paris time.
The proxy holder must send his voting instructions for the exercise of his mandates in the form of a scanned copy of the single form, to Société Générale, by e-mail to the following address: firstname.lastname@example.org.
The form must bear the surname, first name and address of the representative, the words “As a representative”, and must be dated and signed. The voting instructions are indicated in the “I vote by post” form. The proxy holder must attach a copy of his identity card and, where applicable, a power of attorney of the legal person he represents. In accordance with decree n° 2020-418 of April 10, 2020 as amended, to be taken into account, the electronic message must be received by Société Générale no later than the fourth day preceding the date of the Meetings, i.e. Thursday, December 31, 2020, at midnight, Paris time.
The shareholders are invited to send their written questions to the Company at the latest until the end of the second business day preceding the date of the Meetings, i.e. December 30, 2020. The answers to these questions will be published on Groupe PSA website as soon as possible at the end of the Meetings, and at the latest before the end of the fifth business day from the date of the Meetings.
The Company also informs its shareholders that a list of frequently asked questions and answers concerning the proposed merger between PSA and FCA (and in particular concerning the admission of the share of Stellantis, the company resulting from the merger, on Euronext Paris) is now available for their attention on the website of Groupe PSA at the following address: www.groupe-psa.com/en/psa-fca-merger-project/.
Both Meetings will be live broadcasted at the following address: www.groupe-psa.com/en/finance/individual-shareholders/general-meeting/ and a replay will be available at the same address, as soon as possible at the end of the Meetings, and at the latest before the end of the fifth business day from the date of the Meetings.
In accordance with the provisions of decree n° 2020-418 as amended, a shareholder who has already voted by correspondence, given proxy to the Chairman of the Meeting, or given proxy to a third party may choose another mode of participation in the Shareholders' Meetings provided that the new instruction issued by this shareholder reaches the company (i) according to the terms and deadlines specified in this press release with regard to the proxys given to third parties, and (ii) according to the legal terms and deadlines as specified in the notice of meeting and the notice of meeting available on the Company's website for correspondence votes or proxys to the Chairman. His first instructions will then be revoked.
Finally, the Company also informs that it has appointed, in accordance with the provisions of decree n° 2020-1614 of December 18, 2020 as observers at the Meetings, the representatives of BPIfrance (shareholder via Lion Participations) and EPF / FFP (shareholder via Maillot 1).
Karine Douet: +33 6 61 64 03 83 – email@example.com
Valérie Gillot: +33 6 83 92 92 96 – firstname.lastname@example.org
This communication contains forward-looking statements. In particular, these forward-looking statements include statements regarding future financial performance and the expectations of FCA and PSA (the “Parties”) 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 Parties’ 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 PSA and FCA and/or the combined group resulting from the proposed transaction (together with the Parties, the “Companies”) 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 Companies’ ability to expand certain of their brands globally; the Companies’ ability to offer innovative, attractive products; the Companies’ 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 Parties’ 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 Companies’ 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 Companies’ vehicles; the Companies’ 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; uncertainties as to whether the proposed business combination discussed in this document will be consummated or as to the timing thereof; the risk that the announcement of the proposed business combination may make it more difficult for the Parties to establish or maintain relationships with their employees, suppliers and other business partners or governmental entities; the risk that the businesses of the Parties will be adversely impacted during the pendency of the proposed business combination; risks related to the regulatory approvals necessary for the combination; the risk that the operations of 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 Parties disclaim any obligation to update or revise publicly forward-looking statements. Further information concerning the Parties and their businesses, including factors that could materially affect the Parties’ 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.