WENDEL: Wendel announces the successful issue of €750m of bonds exchangeable into ordinary shares of Bureau Veritas due 2026

PRESS RELEASE – MARCH 22, 2023

Wendel announces the successful issue of €750m of bonds exchangeable into ordinary shares of Bureau Veritas due 2026

• Issue of €750 million of bonds exchangeable into Bureau Veritas’ shares at a premium of 25% above the reference share price and a coupon of 2.625%
• Wendel reiterates its full confidence in Bureau Veritas’ strategy

Paris, on March 22, 2023

Wendel (the “Issuer”) has successfully placed bonds exchangeable for Bureau Veritas’ shares (the “Shares”) (the “Bonds”).

The Bonds will have a maturity of 3 years, except in case of early redemption, exchange or purchase and cancellation. The Bonds will carry a coupon of 2.625% per annum, payable annually in arrear on March 27 of each year, commencing on March 27, 2024. The Bonds were issued at an issue price of 100% of their principal amount and, unless previously redeemed, exchanged, or purchased and cancelled, will be redeemed at their principal amount on March 27, 2026 (the “Maturity Date”). The initial exchange price was set at a premium of 25% above the reference share price, which corresponds to an exchange price of €32.2935 per Bureau Veritas share.

The Bonds were offered only by way of an offering to qualified investors only, as defined in article 2(e) of Regulation 2017/1129, as amended (the “Prospectus Regulation”), pursuant to Article L.411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier) in France and outside of France (excluding the United States of America, Canada (with the exception of the province of Ontario), Australia, South Africa and Japan), without an offer to the public (other than to qualified investors) in any country (including France). The transaction was oversubscribed.

Settlement and delivery of the Bonds is expected to take place on March 27, 2023 (the “Issue Date”).

Wendel plans to use the proceeds from this transaction to finance its general corporate purposes and for diversification of its funding sources.

Wendel has agreed to a lock-up from pricing of the Bonds until 90 days after the Issue Date, subject to certain exceptions.

Key characteristics of the Bonds

The Bonds offering was led by Goldman Sachs Bank Europe SE and BNP Paribas acting as Joint Bookrunners. Goldman Sachs Bank Europe SE was the Sole Global Coordinator of the transaction. Crédit Agricole CIB was acting as a Co-Manager.

This press release does not constitute or form a part of any offer to subscribe nor a solicitation to buy or subscribe any financial instrument of Bureau Veritas or Wendel, and the placement of the Bonds do not constitute, in any circumstances, a public offering (other than to qualified investors) in any country, including France.

Important notice

The information contained in this press release is for background purposes only and does not purport to be full or complete.

No reliance may be placed by any person for any purpose on the information contained in this press release or its accuracy, fairness or completeness.

No action has been taken by the Issuer, the Company, Goldman Sachs Bank Europe SE, BNP Paribas and Crédit Agricole CIB (the “Managers”) or any of their respective affiliates that would permit an offering of the Bonds or possession or distribution of this press release or any offering or publicity material relating to the Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this press release comes are required by the Issuer, the Company and the Managers to inform themselves about, and to observe, any such restrictions.

Copies of this press release are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States or any other jurisdiction in which such mailing would be illegal, or to publications with a general circulation in those jurisdictions, and persons receiving this press release (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from the United States or any other jurisdiction in which such mailing would be illegal or to publications with a general circulation in those jurisdictions.

This press release is not for release, publication or distribution, directly or indirectly in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia) or to U.S Persons, or in or into Australia, Canada (with the exception of the province of Ontario), Japan or South Africa. This press release does not contain or constitute an offer to sell securities or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful.

The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein come should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and of Regulation (EU) 2017/1129 as it forms part of the United Kingdom (“UK”) domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”). This press release is not an offer to the public other than to qualified investors, or an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including France.

The Bonds have been and will be offered only by way of an offering in France and outside France (excluding the United States of America, Australia, Canada (with the exception of the province of Ontario), South Africa, Japan and any other jurisdiction where a registration process or an approval would be required by applicable laws and regulations), solely to qualified investors as defined in Article 2(e) of the Prospectus Regulation, in accordance with Article L. 411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier) and Article 2 of the UK Prospectus Regulation. There will be no public offering in any country (including France) in connection with the Bonds, other than to qualified investors. This press release does not constitute a recommendation concerning the issue of the Bonds. The value of the Bonds and the shares of the Company can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Bonds for the person concerned.

Prohibition of sales to European Economic Area retail investors

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no action has been undertaken or will be undertaken to offer, sell or otherwise make available any Bonds to any retail investor in the European Economic Area (the “EEA”). For the purposes of this provision, a “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) a person other than a “qualified investor” as defined in the Prospectus Regulation, and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or to subscribe to the Bonds. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation“) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been or will be prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of sales to UK retail Investors

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to, and no action has been undertaken or will be undertaken to offer, sell or otherwise make available any Bonds to any retail investor in the United Kingdom (“UK”). For the purposes of this provision, a “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a “qualified investor” as defined in point (e) of article 2 the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA; and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or to subscribe to the Bonds. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been or will be prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

France

The Bonds have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in France other than to qualified investors. Any offer or sale of the Bonds and distribution of any offering material relating to the Bonds have been and will be made in France only to qualified investors (investisseurs qualifiés), as defined in Article 2 (e) of the Prospectus Regulation, in accordance with Article L. 411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier).

United Kingdom

This press release is addressed and directed only at persons who (i) are located outside the UK, (ii) are investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) are high net worth companies, and other persons to whom it may lawfully be communicated, falling within by Article 49(2) (a) to (d) of the Order (the persons mentioned in paragraphs (i), (ii) and (iii) collectively being referred to as “Relevant Persons”). The Bonds and, as the case may be, the shares to be delivered upon exercise of the exchange rights (the “Financial Instruments”), are intended only for Relevant Persons and any invitation, offer or agreement related to the subscription, tender, or acquisition of the Financial Instruments may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein.

This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other UK regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

United States

This press release may not be released, published or distributed in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia). This press release does not constitute a solicitation to purchase or an offer of the Bonds or the shares of the Company in the United States. The Bonds and the Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States, and such securities may not be offered, pledge or otherwise transferred in the United States, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”) absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to , the registration requirements thereof an applicable state of securities laws. The Issuer does not intend to make a public offer if the securities in the United States.

In addition, until 40 calendar days after the commencement of the offering of the Bonds, an offer or sale of the Bonds within the United States by a dealer (whether or not it is participating in the offering may violate the registration requirement of the Securities Act.

Australia, Canada, Japan and South Africa

The Bonds may not and will not be offered, sold or purchase in Australia, Canada (with the exception of the province of Ontario), Japan or South Africa. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada (with the exception of the province of Ontario), Japan or South Africa.

The distribution of this press release in certain countries may constitute a breach of applicable law.

The Managers are acting exclusively for the Issuer and no one else in connection with the Bonds offering. They will not regard any other person as their respective clients in relation to the Bonds offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Issuer, the contents of this press release or any transaction, arrangement or other matter referred to herein.

None of the Managers or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from it) or any other information relating to the Issuer, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith.

The Managers and any of their respective affiliates acting as an investor for its own account or the account of its clients may take up the Bonds or the ordinary shares to be transferred and delivered upon exchange of the Bonds (the “Securities”) and in that capacity may retain, purchase or sell for their own account the Securities or any other Securities of the Company or related investments, and may offer or sell the Securities or other investments otherwise than in connection with the Bonds offering. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, each of the Managers and their respective affiliates may perform services for, or solicit business from, the Issuer or members of the Issuer’s group, may make markets in the securities of such persons and/or have a position or effect transactions in such securities (including without limitation asset swaps or derivative transactions relating to such securities).

Press contacts                                                                        Analyst and investor contacts

1 The Bonds will be redeemed at par on the Maturity Date, subject to Wendel’s option to deliver existing shares of Bureau Veritas and, as the case may be, an additional amount in cash. The Bonds may be redeemed earlier at Wendel’s option under certain conditions. In addition, the holders of Bonds may demand early redemption of the Bonds in the event of a change in control triggering a downgrade event of Wendel or in the event of a change of control or a delisting of Bureau Veritas, subject to certain exceptions as defined in the Terms and Conditions.

2 Exchange premium above the VWAP of the Shares on Euronext Paris between opening of trading on the Launch Date and pricing on the same day.

3 Bondholders may exercise their exchange right at any time from (and including) the 41^st calendar day after the Issue Date until (and including) the 30^th business day before the Maturity Date, or until the 10^th business day preceding the relevant early redemption date, if applicable.

4 Subject to any subsequent adjustments as described in the Terms and Conditions of the Bonds. In the event that Bondholders exercise their exchange rights, they will be entitled to receive, at the option of Wendel, either an amount in cash, or an amount in cash plus a number of Shares or Shares only.

Attachment

• PR_Wendel_OE_Bureau Veritas_Pricing