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.”
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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.
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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.

The Group supports beekeepers by expanding its range of bee feeding solutions.
Beekeeping involves collecting what is produced from the hive while ensuring that the bees remain healthy, in particular by providing quality food as a substitute for the honey collected. 
But what exactly is at stake? "Collecting honey from hives is a process that requires science and skill", underlines Olivier Garnier, a Tereos Cooperative member who has installed around 15 hives on his farm in the Seine-et-Marne area, not far from Paris, France. He explains that "the operation is carried out at the end of the nectar collecting season, after checking the honey's moisture content with a refractometer. Another indicator that the honey is ready to collect is when 75% of the honeycombs are capped in the supers*" (*the super is a box that represents a "floor" of the hive ; as shown on the diagram below)  

Beekeepers then collect the honey without touching the hive body, which contains the brood (nursery), and leave a little stock (pollen and honey). Some beekeepers leave a super in place so that a food supply is preserved for the colony. 
A complementary feed is often provided by beekeepers: "A quality feed helps the bees to stay healthy and therefore expands their lifespan. Beekeepers can use a less expensive homemade mix of water and sugar, but digesting this mixture is a tiring process as compared to the 'syrups' made by professionals", says Garnier. Spring is the right time to provide targeted feeds called "stimulation". "Small amounts of 'syrup' will stimulate laying, in order to force a population increase in preparation for the first crops, such as rapeseed".   
Solutions for different needs 
Food becomes essential in harsh conditions. Frost, heavy rain or excessive wind will prevent the colony from becoming active and can also lead to a risk of undernourishment if there is no nectar available. The solution? "Feeding them 'heavy syrup' will allow them to keep going until the next nectar collecting season", explains Garnier. "If beekeepers have collected an excessive amount of honey, then feeds of 'candy' will allow the bees to survive the winter". 
These feeds are made from substitute sweeteners, all of which come from sugar. Tereos supports the beekeeping sector by developing and manufacturing bee feeding products. Of course, this activity is linked to its sugar know-how, but it also relies on the close, on-the-ground relationship between the agricultural and bee sectors. 
Tereos has one of the most complete ranges on the market 
Bee feeding products contain ingredients from our sugar factories and starch manufacturing plants. With products stretching from entry-level to premium, our range is one of the most complete on the market.

 
Photo credit : Icko-apiculture.com
All these products are manufactured at several Tereos Group plants (Chevrières, Marckolsheim and Origny-Sainte-Benoîte), using ingredients from our product portfolio. The plants offer up their production lines and industrial know-how. 
An exclusive distribution partnership within a solid European network 
We have entrusted all distribution of our fondant sugars and syrups to Icko, a customer and partner of Tereos. Founded by the Ickowicz family, it is a European player in beekeeping equipment. 

This special partnership with Icko is also another step forwards in Tereos' constant quest for improvement. The distributor takes over customer returns and forwards them to the cooperative, enabling them to keep developing their products or packaging, for example. 
A commitment to the beekeeping sector 
Thanks to this exclusive sales contract, Icko is placing bulk orders of several thousand tonnes of our different products. This ensures that Tereos has substantial commercial opportunities.  
The products may either be collected directly from Tereos plants by the distributor or delivered to one or more points of sale, as required.
As Tereos embarks on an exclusivity agreement with Icko, it is important to note that the Group remains hugely committed to the beekeeping sector: 

The Pastry World Cup winner and Best Craftsman in France for pastry-making and confectionery becomes the ambassador for our premium brown sugar brand, la Perruche.



La Perruche crafts indulgence into art
Since its foundation in the 19th century, La Perruche has never faltered in its quest for excellence. Not once has it taken a break from writing the pages of its own history.
La Perruche's know-how has been carefully preserved since its beginnings in Réunion. The unique flavour of its brown sugars won it several medals at the 1889 Exposition Universelle in Paris. This outstanding recognition led to the birth of the La Perruche brand the following year.

Angelo Musa: A master of flavours
With the motto "capture taste through textures", Angelo Musa has won some of the most prestigious awards going, including the Pastry World Cup in 2003 and an MOF (Meilleurs Ouvriers de France — Best Craftsmen in France) award in the pastry-making and confectionery category in 2007. A true maverick, he is constantly redefining the boundaries of his pastry-making, drawing on his passion and expertise to create new styles. Musa is one of the central players who have helped to reinvent modern pastry-making.
His pièce de résistance is his Paris-Brest, in which he offers a new take on a very light mousseline cream, adding a chocolate praline layer for even more flavour.
 
Two signature recipes that epitomize the elegance and richness of French pastries


Let’s talk about the recipes
100% la Perruche  
For Musa, it was only natural to pay tribute to La Perruche's over 100 years of know-how by using it in his signature pudding: the 100%.
"The Cassonade brown sugar is unsurpassed. It is triumphant in its strength. It is just asking to be enjoyed!"  
 
 
Orange-rum delight  
"A warm amber colour for a spicy vanilla marvel that is fresh and delicious, delicate and crisp."
 

Paris, France, January 10, 2022
Tereos SCA (“Tereos”) today announces that its subsidiary Tereos Finance Groupe I SA intends, subject to market conditions, to launch an offering (the “Offering”) of €300,000,000 in aggregate principal amount of senior unsecured notes due 2027 (the “Notes”). To access the documents related to this announcement, please go to Group > Finance > Regulated information.

Tereos will supply High Fructose Syrup, a locally produced bio-based ingredient, to support Avantium’s production capacities in advanced bio-based polymers production.
Avantium signed a strategic supply agreement (conditional to Financial Close) with Tereos Cooperative group, whereby Avantium Renewable Polymers will purchase high fructose syrup made from European wheat as the feedstock for the planned FDCA (furandicarboxylic acid) Flagship Plant in Delfzijl. The multi-year agreement secures 100% bio-based and local feedstock for the flagship plant.  

Avantium’s FDCA Flagship Plant will be the world’s first factory to produce FDCA (furandicarboxylic acid) on a commercial scale, with a capacity of 5 kiloton per annum. FDCA is the key building block of the 100% plant-based, recyclable plastic material PEF (polyethylene furanoate) which also has functional advantages compared with fossil fuel derived plastics 
“We are delighted of having secured Tereos as our partner of choice for our PEF production lines of our flagship Delfzijl plant, in the Groningen province in the north of the Netherlands.  This agreement is an important milestone in bringing a high-quality raw material produced by a recognized leader of the starch business into our production process” says Bas Blom, managing director of Avantium Renewable Polymers. 
“This strategic partnership combines Tereos’ proven track record in cereal processing and green chemistry with the long-standing expertise of Avantium in the promising field of bio-based polymers.  It is also a strong sign of our shared commitment to develop renewable solutions made from plant-based technologies and locally produced raw material” adds Christophe Lescroart, CEO of Global Starch & Sweeteners at Tereos. 
High Fructose Syrup is one the specialties developed in the Tereos plant located in Aalst, Belgium, dedicated to Starch and Sweeteners production for the food, feed, green energies and pharmaceuticals, along with a dedicated R&D team specialized in plant-based technologies and biomass solutions. 

CDP organisation (Carbon Disclosure Project) detailed on Tuesday 7/12 the Group's assessment of its carbon footprint.
On a scale of A to D-, Tereos maintains its "B" rating in the 2021 CDP ranking. This international non-profit organisation publishes each year its report detailing the environmental impact of international companies. The assessment analyses the actions taken in terms of governance of the climate issue, the objectives of reducing CO2 emissions, the reporting of "scope 3" emissions (indirect emissions), and the commitment in the value chain.  
 
A "high average" score  
CDP evaluate this year more than 13,000 companies, which is nearly 40% more than in 2020. This highlights the importance of this ranking for large international groups. All of the companies evaluated obtained an average of B-, all sectors included.   
Rated B for the second year in a row, Tereos is positioned within the average of European companies (also B), and outperforms the average of companies in the food sector: B-.   
 
2 levers identified to reduce our CO2 emissions  
Tereos is currently considering the decarbonisation of its activities along two lines:  
> Reducing energy consumption in all its industrial operations.  
> Increasing the share of renewable energies in its energy mix, which currently exceeds 50%.  
"The decarbonisation of our activities is an ambitious project that is being built step by step in consultation with all the Group's divisions (sugar and starch activities) in all the countries where Tereos operates," explains Tony Tanios, Director of Energy & Sustainability. "This includes identifying pilot plants to initiate our energy transition. But it also means setting up consultations to assess the technical and financial feasibility of each project and evaluate the best deployment scenario." 
A decarbonisation roadmap will detail the objectives and actions to be implemented by Tereos in 2022.  

The new sugar beet wash house is up and running after a colossal site project. The result: improved competitiveness and energy efficiency.
"Connantre is a major agro-industrial complex," said Olivier Leducq, Director of Tereos Sucre Europe, at the inauguration on Wednesday 17 November. "Already a leading sugar plant in Europe, the site is further increasing its production capacity thanks to this new wash house with exceptional performance. Connantre is a pilot site for Tereos; the Group has invested heavily in it over the past ten years to accelerate the modernisation of processes and its energy transition. Digitisation, decarbonisation and energy optimisation are at the heart of this investment plan."  
As far as Connantre's overall performance is concerned, the old wash house represented a weak point, given its age. Commissioned for its first harvest in October 1975, with a washing capacity of 14,000 tons of sugar beet per day, the equipment has been expanded over the years to 23,000 tons.   
 
The wash house, essential equipment of a sugar plant  
In a sugar plant, the wash house is the entry point of the sugar beets in the sugar extraction process. The quality of the washing depends to a large extent on the sugar beet processing capacity. More generally, the performance of the wash house has a direct impact on the three main value drivers:  

 
Launched in 2018 as part of Tereos' industrial performance plan, the installation project required meticulous planning management so that the new equipment would be operational when the 2021-2022 harvest starts. 100% made in France, the 32-metre long wash house was designed by the company Maguin and transported by road to be installed in the sugar plant.  
"We managed to meet this challenge in less than eight months, during a health crisis which did not make things any easier. Congratulations to the teams and our partners for this remarkable collaboration!" concludes Olivier Leducq.  

3 questions to Xavier Huchet, Group CSR Manager, on the assessment of our social responsibility and sustainability.
Since 2016, Tereos has been assessed by EcoVadis, an independent CSR rating organization. This platform audits around 60,000 companies that volunteer to be rated on 4 criteria each year: environment, labour & human rights, ethics and responsible purchasing. 

 
How can we interpret these results? 

Xavier Huchet: The overall picture is positive. Over the last five years, we have gained nearly 20 ranking points, which reflects the implementation of our CSR strategy in our plants. It also reflects the successful deployment of a circular economy approach across our business, where we recover 99% of the raw materials we process. This commitment enables us to meet a twofold challenge: to limit waste and to offer as many opportunities as possible to our cooperative farmers. 
The second major focus is to reduce the use of natural resources and our carbon footprint. This involves strategic investments in more energy-efficient equipment. Examples include: a gas-fired boiler in Escaudœuvres to replace the old coal-fired one, and a pre-dryer in Connantre to reduce the energy consumption of dehydration units by 30 to 40%. 
 
The EcoVadis rating system is based on the voluntary participation of companies; why participate in the first place? 
Xavier Huchet: It is important that the tangible results we achieve are recognized by an independent and international organization such as EcoVadis. This enhances our credibility and allows us to compare our performance with that of other companies using a recognized benchmark. We can therefore assess our position in relation to the top 4% of companies rated by the platform, and in relation to the top 2% of companies in our sector. The "Gold" rating awarded to us for the third consecutive year shows that our CSR policy is firmly anchored at the heart of the Group's strategy. Tereos teams can be proud of this continued progress! 


 
How does this rating impact the Group's activities? 

Xavier Huchet: First and foremost internally, as part of a continuous improvement process to identify areas of improvement for the coming years and broaden our CSR roadmap. 
Second, the EcoVadis rating allows us to meet the expectations of our external stakeholders. For example, our clients pay close attention to our production methods and our approach regarding the environment. They consider such an assessment to be a prerequisite. In addition, financial institutions now include social responsibility and sustainability considerations as criteria for obtaining green loans. 
Last but not least, it also provides an opportunity to be proactive by adopting a comprehensive approach to transparency about the impact of our activities, as advocated by the European Green Deal and the Green Taxonomy. 
 

Tereos continues its #GoodFood #NoWaste campaign. The goal: to raise awareness and demonstrate what actions the Group is taking in the fight against food waste.
#GoodFood #NoWaste is an internal awareness campaign designed to share messages and unite actions on the ground, in conjunction with two key events: the International Day of Awareness of Food Loss and Waste (September 29) and World Food Day (October 16). 
In our agro-industry, limiting food loss and waste is directly linked to the cooperative mindset, which aims to highlight the value of plant resources. This requires finding as many applications as possible for agricultural raw materials, economically managing resources (water, energy, etc.) and reusing any surplus materials.  
To be clear, we need to identify additional applications for the plant-based raw materials we process and, in the case of finished food products, we need to donate surplus amounts to people living in food insecurity. If the products are not suitable for human consumption, they could be used for animal feed, energy production, or health and hygiene products. See the infographics for more details. 
 

In 2021, "Protéines France," a consortium of companies supporting development in this sector, launched the project ProteiNEW. As an active member of the consortium, Tereos is involved with this initiative, aiming to strengthen France's independence when it comes to protein. Anne Wagner, the Group's R&D Director and the first President of "Protéines France," explains the challenges of the project.
When we talk about plant proteins, we often hear the term "new resources." What does that mean? 

Anne Wagner: First of all, there are new plant resources, in particular protein crops, which can be consumed as they are or after refining and concentrating the proteins. But that's not all: new and very promising technologies are emerging thanks to insects, microalgae, yeast, fungi, and from bacteria from the fermentation of sugars. And we're not talking science fiction! These new resources are extremely compelling from a nutritional point of view. 
Thus, these sectors are on the up, and that's why we founded "Protéines France" in 2017 and launched ProteiNEW this year: to accelerate the development of these new sectors, which ensure that this agricultural resource is both protected and exploited to its full potential on a regional scale. 
 
What does this project involve? 

Anne Wagner: The ProteiNEW project is structured around four key pillars: identifying regional resources and benchmarks, supporting French start-ups, removing regulatory barriers and, last but not least, circulating findings more globally. The aim of ProteiNEW is to help develop a strong, integrated sector, putting France at the helm when it comes to proteins and new resources. Tereos is a co-leader of the second pillar with the start-up Algama, and our teams of course contribute and get involved in the other pillars. 
 
Outside of France, is the use of protein in food a global trend?  
Anne Wagner: This is a global trend that is addressing issues around food availability for a growing global population. However, in Western Europe in particular, there is no problem with the availability or quality of proteins, but consumers want to vary their protein sources for societal and environmental reasons. In France, we are lagging behind other countries such as Germany and the Netherlands, where plant proteins are already an important part of their diets. This new protein sector is thus a way to accelerate our entry into a diversified, globally sustainable food model and help our agriculture and technological innovations reach their full potential.