Management of the Exchangeable Bond maturing in 2026: accelerated placement
of approximately 23 million Bureau Veritas shares
Paris, 15 September 2025 - Wendel announces the launch of the disposal of the 23.3 million Bureau Veritas shares underlying the exchangeable bond into Bureau Veritas shares issued by Wendel in March 2023 and maturing in March 2026 (the "EB"), through an accelerated bookbuilding process reserved for qualified investors as defined by Article 2(e) of Regulation (EU) 2017/1129, as well as international institutional investors (the "Placement").
When the EB was issued, Wendel raised a financing of 750 million euros, with an annual coupon of 2.625%, a level significantly lower than a straight bond due to the optional component of the EB.
This transaction is intended to prepare for the settlement of the EB under the most favorable conditions, by monetizing the underlying shares of the EB and simultaneously neutralizing the optional component of the instrument by implementing a symmetrical hedging protection to the one of the EB. As part of this hedging (the "Call Option"), BNP PARIBAS and Goldman Sachs Bank Europe SE, who are hedging counterparties to the Call Option, will place an order for approximately 2.3 million shares as part of the Placement, which will be fully allocated by Wendel.
Given the short period remaining until the EB's maturity date, upcoming negative windows constraints, and favorable market conditions, Wendel has decided to anticipate by a few months and to secure the settlement of this bond to increase its financial flexibility. The proceeds from the Placement will reduce Wendel's Loan-To-Value ratio ("LTV") ahead of the EB's maturity, allowing Wendel to pursue the execution of its strategic plan.
Following this Placement, Wendel's holding in Bureau Veritas will be reduced from 26.5% of the share capital and 41% of voting rights to approximately 21.4% of the share capital and 35% of voting rights.
As part of this transaction, Wendel has entered into a lock-up commitment for its Bureau Veritas shares of 180 calendar days from the date of the settlement and delivery of the Placement, subject to customary exemptions.
The final terms of the Placement will be announced after the completion of the bookbuilding process, which starts immediately, and will be subject to a separate announcement.
Settlement and delivery of the Placement is expected to take place on 18 September 2025.
Bureau Veritas shares are admitted for trading on the regulated market of Euronext Paris (ISIN FR0006174348).
The Placement is led by BNP PARIBAS and Goldman Sachs Bank Europe SE acting as Global Coordinators and Joint Bookrunners and Société Générale acting as joint bookrunner (together, the "Bookrunners").
This press release does not constitute an offer to sell shares or a solicitation of an offer to purchase shares, and the Placement does not constitute a public offering in any country, including France.
DISCLAIMER
This press release is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France (other than to qualified investors). Any offer or sale of shares referred to in this advertisement or distribution of offering documents has been and will be made in France only to qualified investors, as defined in Article 2(e) of the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier.
In member states of the European Economic Area and in the United Kingdom, this advertisement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.
This press release is for distribution in the United Kingdom only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (together with the persons mentioned in (i), the "authorised persons"), with the exception of any other person.
Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States without such registration or an applicable exemption from the registration requirements of the Securities Act or as part of a transaction not subject to such registration requirements. There will be no public offering of the securities in the United States in connection with this transaction.
Shares have not been, and will not be offered, sold or acquired in Australia, Japan or Canada (except as permitted by Canadian securities laws). Information herein does not constitute an offer to buy any securities in Australia, Japan or Canada.
The release, publication or distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. The Bookrunners did not take any action to allow offer of the shares or distribution of this press release in any jurisdiction where any such action would be required. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Any investment decision to purchase shares must be made solely on the basis of publicly available information regarding Bureau Veritas. Such information is not the responsibility of the Bookrunners.
Distribution, publication or release of this press release is forbidden in any jurisdiction where such distribution, publication or release would be unlawful.
In connection with the sale of the shares, the Bookrunners and any of their affiliates may take up a portion of the shares in the Placement as a principal position and, in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and any other securities of Bureau Veritas or related investments in connection with the Placement or otherwise. Accordingly, references in this announcement to the shares being sold, offered, subscribed, acquired, placed or otherwise dealt in, should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Bookrunners and any of their affiliates acting in such capacity. In addition, the Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Bookrunners, their directors, officers, employees, advisers or agents, or those of their affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this press release) or any other information relating to Wendel, Bureau Veritas, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith.
The Bookrunners are acting on behalf of Wendel and no one else in connection with the offering of the shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to the offering of the shares.
Agenda
Thursday, October 23, 2025
Q3 2025 Trading update?-?Publication of NAV as of September 30, 2025 (post-market release)
Friday, December 12, 2025,
2025 Investor Day
Wednesday, February 25, 2026
Full-Year 2025 Results?-?Publication of NAV as of December 31, 2025, and Full-Year consolidated financial statements (post-market release)
Wednesday, April 22, 2026
Q1 2026 Trading update?-?Publication of NAV as of March 31, 2026 (post-market release)
Thursday, May 21, 2026
Annual General Meeting
Wednesday, July 29, 2026
H1 2026 results?-?Publication of NAV as of June 30, 2026, and condensed Half-Year consolidated financial statements (post-market release)
About Wendel
Wendel is one of Europe's leading listed investment firms. Regarding its principal investment strategy, the Group invests in companies which are leaders in their field, such as ACAMS, Bureau Veritas, Crisis Prevention Institute, Globeducate, IHS Towers, Scalian, Stahl and Tarkett. In 2023, Wendel initiated a strategic shift into third-party asset management of private assets, alongside its historical principal investment activities. In May 2024, Wendel completed the acquisition of a 51% stake in IK Partners, a major step in the deployment of its strategic expansion in third-party private asset management and also completed in March 2025 the acquisition of 72% of Monroe Capital. As of June 30, 2025, Wendel manages 39 billion euros on behalf of third-party investors, and c.6.2 billion euros invested in its principal investments activity.
Wendel is listed on Eurolist by Euronext Paris.
Standard & Poor's ratings: Long-term: BBB, stable outlook - Short-term: A-2
Wendel is the Founding Sponsor of Centre Pompidou-Metz. In recognition of its long-term patronage of the arts, Wendel received the distinction of "Grand Mécène de la Culture" in 2012.For more information: wendelgroup.com
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| Kekst CNC | |
| Todd Fogarty: +1 212 521 4854 | |
| todd.fogarty@kekstcnc.com |
