Tereos successfully completes debt capital markets transactions

Issuance of €350m new 5.3-year Notes Tender offer on its 2023 notes.

Tereos issued on January 20, 2022 a new 5.3 year €350m bond with an annual coupon of 4.75%.

Following a strong investor demand and the positive appreciation of Tereos’ credit profile, the transaction was upsized from €300m to €350m and the pricing tightened to 4.75% from 5.00%.

The offering was launched concurrently with a tender offer relating to Tereos’ outstanding notes due 2023. The final amount tendered was €287.4m, the remaining €62.6m raised will be used to repay other Group debt. The transaction has enabled Tereos to significantly extend its debt maturity profile at attractive conditions.

The strong success of the transaction underlines the substantial and continuous improvement of the Group’s credit profile, allowing a considerable reduction in financial cost compared to the bond issues of October 2020 and April 2021.

Since its arrival in December 2020, the Group’s new management has implemented a new strategy that has led to resilient results in the face of yield volatility and to first signs of improving profitability. Those developments, combined with clear targets for the coming years and a series of successfully concluded refinancing operations, have created a positive credit momentum that has culminated in this successful transaction.

Gwenaël Elies, Chief Financial Officer of Tereos, declared “The success of this new bond issue demonstrates investor confidence in Tereos’ new governance and its focus on debt reduction, cash flow generation and improvement in operational profitability.”


Cautionary statement

The Notes were offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) or otherwise. The offer and sale of the Notes will be made pursuant to an exemption under Prospectus Regulation from the requirement to produce a prospectus for offers of securities. The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and the Financial Services and Markets Act 2000 from the requirement to produce a prospectus for offers of securities.

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, or (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated, all such persons together being referred to as “Relevant Persons.” The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons.

MiFID II professionals/ECPs-only – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in European Economic Area (“EEA”) or UK.

Neither the content of Tereos’ website nor any website accessible by hyperlinks on Tereos’ website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements

This press release may include forward-looking statements. These forward- looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, ‟estimates”, ‟anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding Tereos’ or its affiliates’ intentions, beliefs or current expectations concerning, among other things, Tereos’ or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Tereos’ or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward- looking statements contained in this press release. In addition, even if Tereos’ or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward- looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement are made as of the date hereof and Tereos undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.