VINCI successfully places €400 million cash-settled synthetic convertible bonds

VINCI announces today the successful placement of €400 million non-dilutive cash-settled convertible bonds with a maturity of 5 years due 18 February 2030 (the “Bonds”) to institutional investors. Concurrently with the issuance of the Bonds, VINCI will purchase cash settled call options on the Shares (the “Options”) to hedge its economic exposure in case of exercise of the conversion right attached to the Bonds.

Following investors’ demand, the initial amount of €375 million has been increased to €400 million.

The net proceeds of the issue of the Bonds will be used for general corporate purposes of VINCI and the purchase of the Options.

The Bonds will be issued at par on 18 February 2025, the expected settlement-delivery date of the Bonds, and redeemed at par on 18 February 2030. The Bonds will bear interest at an annual nominal rate of 0.70 % payable semi-annually in arrear on 18 February and 18 August of each year (or the next business day if this date is not a business day), commencing on 18 August 2025. The nominal value of each Bond will be €100,000.

The initial conversion price will represent a conversion premium of 20 % over the share reference price. The share reference price will be determined as the arithmetic average of VINCI’s daily volume-weighted average Share price in euros on the regulated market of Euronext in Paris over the 5 consecutive trading days from 12 February 2025 to 18 February 2025 (the “Reference Share Price Period”). The initial conversion ratio of the Bonds will be determined on 18 February 2025 and will correspond to the nominal value per Bond divided by the initial conversion price.

The share reference price, the initial conversion price and the initial conversion ratio will be announced by VINCI via a press release at the end of the Reference Share Price Period on 18 February 2025.

It is anticipated that the hedge counterparties to the Options will enter into transactions to hedge their respective positions under the Options through the sale, purchase of Shares or any other transactions, on the market and off-market, at any time, and in particular during the Reference Share Price Period as well as at the time of following any conversion or in the event of early redemption of the Bonds.

In the context of the offering, VINCI agreed to a lock-up undertaking in relation to the Shares and equity-linked securities for a period ending 60 calendar days after the settlement and delivery date, subject to certain exceptions.

Natixis acted as Structuring Advisor in relation of the Bonds and the Options, and together with BNP PARIBAS and Morgan Stanley as global coordinator and joint bookrunner for the issuance of the Bonds. Barclays Bank Ireland PLC, Crédit Agricole Corporate and Investment Bank and Société Générale acted as joint bookrunners for the issuance of the Bonds.

The Bonds have been 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 of America, Australia, South Africa, Canada and Japan. No prospectus, offering circular or similar document will be prepared in connection with the offering of the Bonds.

VINCI intends to apply for the Bonds to be admitted to trading on Euronext AccessTM (previously Open Market (marché libre) of Euronext in Paris).

This press release does not constitute a subscription offer of the Bonds and the offering of the Bonds does not constitute a public offering in any country, including in France.