VINCI announces the successful issue of €500m of bonds exchangeable for ordinary shares of Groupe ADP due 2031

VINCI (the “Issuer”) has successfully placed bonds exchangeable for Groupe ADP’s shares (the “Shares”) (the “Bonds”).

This transaction is part of VINCI's policy of value creation through optimising its cost of capital and actively managing its portfolio. 

The Bonds will have a maturity of 5 years, except in case of early redemption, exchange or purchase and cancellation. The Bonds will carry a coupon of 0.75% per annum, payable semi-annually in arrears on 4 March and 4 September of each year, beginning on 4 September 2026. The Bonds were issued at an issue price of 100% of their principal amount and, unless previously redeemed, exchanged, or purchased and cancelled, will be redeemed at their principal amount on 4 March 2031 (the “Maturity Date”). The initial exchange price was set at a premium of 35% above the reference share price, which corresponds to an exchange price of €157.9410 per Groupe ADP share.

Should the Bonds be fully exchanged at maturity, VINCI will retain a stake of approximately 4.8% in Groupe ADP’s share capital, subject to any adjustment of the Exchange Ratio (as described in the definitive terms and conditions of the Bonds (the “Terms and Conditions”)). 

Settlement and delivery of the Bonds is expected to take place on 4 March 2026 (the “Issue Date”).

VINCI plans to use the proceeds from this transaction to finance its general corporate purposes.

The Bonds were offered via an accelerated book building process through an offering to qualified investors only, as defined in article 2(e) of Regulation 2017/1129, as amended (the “Prospectus Regulation”), pursuant to Article L.411-2, 1° of the French Monetary and Financial Code (Code monétaire et financier) in France and outside of France (excluding the United States of America, Australia, Canada, South Africa and Japan), without an offer to the public (other than to qualified investors) in any country (including France). No prospectus, offering circular or similar document were prepared in connection with the offering of the Bonds.

In the context of the offering, VINCI has agreed to a lock-up undertaking in relation to its Groupe ADP’s shares, securities convertible or exchangeable for shares and derivatives on the shares for a period ending 90 calendar days after the Issue Date, subject to certain exceptions.

Key characteristics of the Bonds

This press release does not constitute or form a part of any offer to subscribe nor a solicitation to buy or subscribe any financial instrument of Groupe ADP or VINCI, and the placement of the Bonds do not constitute, in any circumstances, a public offering (other than to qualified investors) in any country, including France.