Veolia Launches a €400 Million Synthetic Convertible Bond Issue

A Convertible Bond Without Capital Dilution

Veolia is offering a €400 million issuance of convertible bonds with cash settlement, with a duration of 5.5 years until January 2, 2032. These securities, reserved for institutional investors, provide exposure to the performance of Veolia's stock. Unlike traditional convertible bonds, they do not grant the right to issue or deliver new shares: upon conversion, investors receive a cash amount based on the average stock price over a defined period.

The bonds will bear interest at an annual rate of between 0.50% and 0.75%, payable semi-annually starting from January 2, 2027. They will be issued at par for a nominal value of €100,000 per bond and will be redeemed at par at maturity. Veolia intends to use the net proceeds from the offering for general purposes, including the purchase of call options on its own shares to hedge against the economic exposure related to the conversion.

Conversion Mechanism and Schedule

The initial conversion price will represent a 20% premium over a reference price, determined as the arithmetic average of the volume-weighted average prices over five consecutive trading days from June 24 to June 30, 2026. The initial conversion ratio will be calculated on June 30, 2026, and announced via press release.

The issuance is structured as an accelerated placement exclusively for qualified investors. The delivery date is set for June 29, 2026. Veolia commits to a lock-up period of 60 calendar days following this date for any transactions on its securities and related financial instruments, with certain exceptions. BNP Paribas and Natixis are acting as global coordinators and bookrunners of the placement, alongside BofA Securities Europe, Citigroup, and Morgan Stanley Europe.

The group plans to request the admission of the bonds for trading on Euronext Access within 30 calendar days following delivery.