Veolia Environnement Launches a Repurchase Invitation With Respect to Its Outstanding OCEANE due January 2025 via a Reverse Bookbuilding

02 Aug 2024 09:07 CEST

Regulatory News:

Veolia Environnement (Paris:VIE):

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS, OR IN AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

Veolia Environnement (the “Company”) (ISIN: FR0000124141 – VIE) announces today the launch of a repurchase invitation with respect to its outstanding bonds convertible into and/or exchangeable for new and/or existing shares due January 1^st, 2025 (ISIN: FR0013444148) (the “2025 OCEANE”) for a target amount of approximately €350 million by conducting today, outside the United States of America, a reverse bookbuilding process to collect irrevocable orders from bondholders willing to sell their 2025 OCEANE (the “Repurchase”), the Company reserving the right to increase such target amount up to the full nominal amount of the 2025 OCEANE outstanding.

As at the close of business on August 1^st, 2024, there was €699,990,091.38 in aggregate principal amount of the 2025 OCEANE outstanding.

Repurchase Price

The initial repurchase price per 2025 OCEANE will be between €31.35 and €31.58. This price will be adjusted depending on the VWAP of the shares of the Company on the regulated market of Euronext in Paris between opening and close of trading on August 2, 2024.

The results of the reverse bookbuilding process are expected to be announced today.

Transaction Condition

The settlement of the Repurchase is expected to take place on August 9, 2024, subject to the right of the Company to proceed with the Repurchase of all the 2025 OCEANE for which indications of interest have been received by the Company, or a smaller number of 2025 OCEANE. The 2025 OCEANE accepted in the Repurchase will be cancelled in accordance with their terms and conditions.

If at any time after, or as a result of, the Repurchase, the number of outstanding 2025 OCEANE represents less than 20% of the total number of the 2025 OCEANE originally issued, the Company may decide to redeem, the outstanding 2025 OCEANE remaining, by exercising the Clean-Up Call as defined under the terms and conditions of the 2025 OCEANE, in whole but not in part, at their par value.

This press release does not constitute of form part of any offer or solicitation to purchase or subscribe for or to sell securities.

ABOUT VEOLIA

Veolia group aims to become the benchmark company for ecological transformation. Present on five continents with nearly 218,000 employees, the Group designs and deploys useful, practical solutions for the management of water, waste and energy that are contributing to a radical turnaround of the current situation. Through its three complementary activities, Veolia helps to develop access to resources, to preserve available resources and to renew them. In 2023, the Veolia group provided 113 million inhabitants with drinking water and 103 million with sanitation, produced 42 million megawatt hours of energy and treated 63 million tonnes of waste. Veolia Environnement (Paris Euronext: VIE) achieved consolidated revenue of 45,351 million euros in 2023. www.veolia.com

Disclaimer – Important information

The Repurchase is addressed solely to qualified investors, excluding the United States of America and U.S. Persons, Australia, Canada and Japan and any other jurisdiction where the Repurchase would be prohibited by applicable law.

No communication and no information in respect of the repurchase of the 2025 OCEANE may be distributed to the public in any jurisdiction where a registration or approval is required.

This press release does not constitute an invitation to participate in the Repurchase or an offer to purchase the 2025 OCEANE in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such repurchase or offer under applicable securities laws. The release, publication or distribution of this press release in certain jurisdictions may be restricted by law. Consequently, any persons in such jurisdiction in which this press release is released, published or distributed are required by each of the Company and the financial intermediaries to inform themselves about, and to observe, any such restrictions.

None of the Company and the financial intermediaries makes any recommendation as to whether or not the holders of the 2025 OCEANE should participate in the Repurchase.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240802455367/en/

VEOLIA
GROUP PRESS RELATIONS
Laurent Obadia – Evgeniya Mazalova
Anna Beaubatie – Aurélien Sarrosquy
Tel.+ 33 (0)1 85 57 86 25
presse.groupe@veolia.com

INVESTORS & ANALYST RELATIONS
Selma Bekhechi – Ariane de Lamaze
Tel. + 33 (0)1 85 57 84 76 / 84 80
investor-relations@veolia.com