Nanterre, 28 April 2025
VINCI launches a tap issue of non-dilutive convertible bonds for up to €150 million to be fully assimilated to its €400 million non-dilutive convertible bonds due February 2030
VINCI announces the launch of a tap issue of non-dilutive convertible bonds for a nominal amount of €125 million (which may be increased to €150 million) (the “New Bonds”). The transaction is non-dilutive due to the simultaneous purchase by VINCI of mirroring call options on its own shares.
The New Bonds are to be issued on the same terms (save for the date of issue and issue price) as the €400 million non-dilutive convertible bonds due 18 February 2030 issued by Vinci on 18 February 2025 (the “Original Bonds”, together with the New Bonds, the “Bonds”) and, as of the settlement date of the New Bonds, will be fully fungible with and assimilated to the Original Bonds and trading on the same listing line.
Concurrently with the issuance of the New Bonds, VINCI will purchase, in addition to the cash-settled call options on its own shares that were bought with regards to the issue of the Original Bonds, new cash-settled call options on its own shares (the “New Options”) to hedge its economic exposure in case of exercise of the conversion right attached to the New Bonds, eliminating dilution.
The net proceeds of the issue of the New Bonds will be used for general corporate purposes of VINCI and the purchase of the New Options.
The initial issue price of the New Bonds will be between 106.450% and 106.950% of their nominal value (plus accrued interest) and will be announced later and at the latest before markets open on 29 April 2025. This initial issue price will be adjusted based on the arithmetic average of the VINCI’s share daily volume-weighted average prices on the regulated market of Euronext in Paris over the 2 consecutive trading days from 29 April to 30 April 2025 (the “Additional Issue Reference Share Price Period”). The final issue price of the New Bonds will be announced on 30 April 2025.
The settlement and delivery date of the New Bonds is expected to take place on 6 May 2025.
It is anticipated that the hedge counterparties to the New Options will enter into transactions to hedge their respective positions under the New Options through the sale, purchase of VINCI shares or any other transactions, on the market and off-market, at any time, and in particular during the Additional Issue Reference Share Price Period as well as following any conversion or in the event of early redemption of the Bonds.
In the context of the offering, VINCI will agree to a lock-up undertaking in relation to its shares and equity-linked securities for a period ending 60 calendar days after the settlement and delivery date of the New Bonds, subject to certain exceptions.
The New Bonds will be offered via an accelerated book building process through a private placement to institutional investors only or otherwise not entailing a public offering, outside the United States, Australia, South Africa, Canada and Japan. No prospectus, offering circular or similar document will be prepared in connection with the offering of the New Bonds.
An application for the listing of the New Bonds on Euronext AccessTM (former Open Market (marché libre) of Euronext in Paris) will be made.
This press release does not constitute a subscription offer of the New Bonds and the offering of the New Bonds does not constitute a public offering in any country, including in France.
About VINCI
VINCI is a world leader in concessions, energy solutions and construction, employing 285,000 people in more than 120 countries. We design, finance, build and operate infrastructure and facilities that help improve daily life and mobility for all. Because we believe in all-round performance, above and beyond economic and financial results, we are committed to operating in an environmentally and socially responsible manner. And because our projects are in the public interest, we consider that reaching out to all our stakeholders and engaging in dialogue with them is essential in the conduct of our business activities. VINCI’s ambition is to create long-term value for its customers, shareholders, employees, partners and society in general. http://www.vinci.com
DISCLAIMER
Available information
The issue of the New Bonds will not be subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (the “AMF”). Detailed information on VINCI (the “Company”), including its shares, business, results, prospects and related risk factors are described in VINCI’s registration document, the French version of which was filed with the AMF on 28 February 2025 under number D.25-0064 which is available together with all the press releases and other regulated information about the Company, on VINCI’s website (https://www.vinci.com).
Important information
This press release may not be released, published or distributed, directly or indirectly, in or into South Africa, Australia, the United States, Canada or Japan. 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 comes, 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.
No communication or information relating to the offering of the New Bonds may be distributed to the public in a country where a registration or approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance by the Company or the subscription of the New Bonds may be subject to legal and regulatory restrictions in certain jurisdictions; neither the Company nor the Banks assume any liability in connection with the breach by any person of such restrictions.
The information contained in this press release is not and is not intended to be exhaustive. It is not advisable to rely on the information contained in this press release or on its accuracy or completeness. The information contained in this press release is subject to change by the Company without prior notice.
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 domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
The New Bonds have been and will be offered only by way of an offering in France and outside France (excluding South Africa, Australia, Canada, the United States and Japan), solely to qualified investors as defined in article 2 point (e) of the Prospectus Regulation and 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 New Bonds, other than to qualified investors.
This press release does not constitute a recommendation concerning the issue of the New 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 New 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 New 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”); (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) not a qualified investor within the meaning of the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation“) for offering or selling the New Bonds or otherwise making them available to retail investors in the EEA has been or will be prepared and therefore offering or selling the New 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 New 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 New 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 European Union (Withdrawal) Act 2018 (the “EUWA”); (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 within the meaning of the UK Prospectus regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA, as amended (the “UK PRIIPs Regulation”) for offering or selling the New Bonds or otherwise making them available to retail investors in the UK has been or will be prepared and therefore offering or selling the New 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 New Bonds has led to the conclusion that: (i) the target market for the New Bonds is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the New Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New 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 New Bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
France
The New 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 New Bonds and distribution of any offering material relating to the New Bonds have been and will be made in France only to qualified investors (investisseurs qualifiés), as defined in article 2 point (e) of the Prospectus Regulation, and 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 United Kingdom, (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 New Bonds are intended only for Relevant Persons and any invitation, offer or agreement related to the subscription, tender, or acquisition of the New Bonds 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 United Kingdom 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 or form part of any offer or a solicitation of an offer of securities in the United States or to, or on behalf of or for the benefit of, U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities referred to in this press release have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the United States, and such securities may not be offered, sold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, U.S. persons absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements thereof and applicable state or local securities laws. The New Bonds will be offered or sold only to non-U.S. persons, outside the United States in offshore transactions, in accordance with Regulation S of the Securities Act. The Company does not intend to register the offering in whole or in part in the United States or to make a public offer of its securities in the United States.
Australia, Canada, South Africa and Japan
The New Bonds may not and will not be offered, sold or purchased in Australia, Canada, South Africa or Japan. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada, South Africa or Japan.
The distribution of this press release in certain countries may constitute a breach of applicable law.
The Banks are acting exclusively on behalf of the Company and no-one else in connection with the offering of the New Bonds. They will not regard any other person as their respective client in relation to the offering and will not be responsible to anyone other than the Company for providing the same protections as to any of their clients or to provide advice in connection with the offering, the New Bonds, the contents of this press release or any other transaction, arrangement or other matter described in this press release.
In connection with the offering of the New Bonds, the Banks and any of their respective affiliates, may take up a portion of the New Bonds as a principal position and in that capacity may subscribe for, acquire, retain, purchase, sell, offer, offer to sell or negotiate for their own account such New Bonds and other securities of the Company or related investments in connection with the offering, the New Bonds, the Company or otherwise.
Accordingly, references to securities issued, offered, subscribed, acquired, placed or dealt should be read as including any issue, offer, subscription, acquisition, placement, dealing or negotiation made by the Banks and any of their affiliates acting as investors for their own account. The Banks do not intend to disclose the extent of any such above mentioned investments or transactions otherwise than in accordance with any applicable legal or regulatory requirements.
None of the Banks, nor any of their respective directors, employees, advisors, or agents shall be held liable for any statement or warranty, express or implied, regarding the truthfulness, accuracy, or completeness of the information contained in this press release (or if any information has been omitted from the press release) or any other information concerning the Company, its subsidiaries, or affiliated companies, whether written, oral, or in visual or electronic format, regardless of how it is transmitted or made available, or for any loss incurred from the use of this press release, its content, or otherwise in connection with it.
Attachment
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