VINCI Launches Convertible Bond Issue in ADP Shares

Details of the Convertible Bond Issue

VINCI, which holds 8.0% of the share capital of Groupe ADP, is proceeding with the issuance of convertible bonds for a nominal amount of 500 million euros. The bonds will have a maturity of 5 years and will bear interest at an annual rate of between 0.75% and 1.25%, payable semi-annually. They will be issued at 100% of par and redeemed at par at maturity on March 4, 2031. The initial exchange price will feature a premium of between 30% and 35% over the reference share price. If fully exchanged at maturity, VINCI will retain an approximate 4.9% stake in the share capital of Groupe ADP, subject to adjustments to the exchange ratio. The settlement-delivery of the bonds is scheduled for March 4, 2026. VINCI plans to use the proceeds from this issue to finance its general needs.

Terms of Placement and Legal Considerations

The bonds will be placed through an accelerated book-building process with qualified investors only, in France and outside France, excluding the United States, Australia, Canada, Japan, and South Africa. No prospectus will be prepared. VINCI has agreed to a lock-up commitment on its shares of Groupe ADP, its convertible or exchangeable securities, and its equity derivatives for a period of 90 calendar days following the issue date, subject to certain customary exceptions. BNP Paribas is acting as structuring advisor, while Natixis and Société Générale are serving as global coordinators and joint bookrunners. Barclays Bank Ireland PLC, BofA Securities, and Morgan Stanley Europe SE are acting as associate bookrunners, and Nomura Financial Products Europe GmbH as co-lead manager.