Regulatory News:
Not for release, publication or distribution directly or indirectly to any U.S. person or in or into the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or in any other jurisdiction where it is unlawful to release, publish or distribute this press release.
TP (Paris:TEP) is reaching a new milestone in the implementation of its strategic plan, announcing today the launch of a bond refinancing transaction the objective of which is to optimize its debt structure and further enhance its leadership in terms of balance sheet strength within its industry. Subject to market conditions, TP intends to issue:
- new long 5-year senior unsecured fixed rate notes and
- new long 8-year senior unsecured fixed rate notes (together, the "New Notes").
The New Notes will be issued under the Company's EMTN programme pursuant to the base prospectus dated December 11,2025 as supplemented by a first supplement dated May 13, 2026. The final terms of the New Notes together with the Company's base prospectus and supplements thereto will be available on TP's website at the following address: www.tp.com.
The New Notes will be admitted to trading on Euronext Paris. It is also expected that the New Notes will be rated BBB (S&P), in line with TP's rating as confirmed by S&P with a stable outlook on March 13, 2026.
Within this debt structure optimization transaction, TP also announces the launch of a partial tender offer on its following series of notes (the "Tender Offer"):
- €500,000,000, 0.250% bonds due November 26, 2027 (ISIN: FR0014000S75; of which €500,000,000 are currently outstanding) listed on Euronext Paris (the "2027 Bonds"); and
- €700,000,000, 5.250% bonds due November 22, 2028 (ISIN: FR001400M2F4; of which €700,000,000 are currently outstanding) listed on Euronext Paris (the "2028 Bonds" and together with the 2027 Bonds, the "Existing Bonds").
This Tender Offer is up to maximum acceptance amounts for the 2027 Bonds and for the 2028 Bonds, each to be determined at TP's sole and absolute discretion post expiration of the Tender Offer.
TP intends to finance the repurchase of the Existing Bonds with the proceeds of the New Notes. The balance (if any) of the remaining proceeds from the issue of the New Notes will be used for TP's general corporate purposes. A priority allocation of the New Notes may be applied at the sole and absolute discretion of TP for holders of the Existing Bonds having validly tendered or expressing their intention to tender their Existing Bonds.
The Tender Offer is subject to the terms and conditions described in the Tender Offer Memorandum. The acceptance by TP of the Existing Bonds validly tendered under the Tender Offer is at its sole and absolute discretion.
The period during which the Existing Bonds may be tendered will begin on 18 May 2026 and end at 4 p.m. (Paris time) on 26 May 2026. The final results of the Tender Offer will be announced by way of a press release on 27 May 2026 (subject to any extension, withdrawal, termination or amendment of the Tender Offer). The completion of the Tender Offer will be conditional upon the successful completion of the New Notes issuance, the settlement of which is expected to take place on 28 May 2026 save for the waiver of such condition by the Company. Settlement of the Tender Offer is expected to take place on 29 May 2026.
About TP Group
TP is a global leader in digital business services that consistently seeks to blend the best of advanced technology with human empathy to deliver enhanced customer care that is simpler, faster, and safer for the world's biggest brands and their customers. The Group's comprehensive, AI-powered service portfolio ranges from front office customer care to back-office functions, including operations consulting and high-value digital transformation services. It also offers a range of Specialized Services such as collections, interpreting and localization, visa and consular services, and recruitment process outsourcing services. The teams of multilingual, inspired, and passionate experts and advisors, spread in close to 100 countries, as well as the Group's local presence allow it to be a force of good in supporting communities, clients, and the environment.
For more information: www.tp.com
Disclaimer
Offering of the New Notes
Each capitalized term used in this section is as defined in the base prospectus dated 11 December 2025 as supplemented by a first supplement dated 13 May 2026 (the "Base Prospectus") unless otherwise defined herein.
Prohibition of Sales to EEA Retail Investors for the purposes of the Prospectus Regulation and EU PRIIPs Regulation
The New Notes are not intended to be offered, sold or otherwise made available and will not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA
For these purposes, the expression "retail investor" means a person who is one (or both) of the following:
(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or
(b) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
France
The New Notes are not intended to be offered or sold and will only be offered or sold, directly or indirectly, in France to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation") and referred to in Article L.411-2 1° of the French Code monétaire et financier and are only intended to be distributed or caused to be distributed and will only be distributed or caused to be distributed in France to such qualified investors.
Prohibition of Sales to UK Retail Investors
The New Notes are not intended to be offered, sold or otherwise made available and will not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK
For these purposes:
(i) the expression "retail investor" means a person who is one (or both) of the following:
(a) not a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
(b) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024.
Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
United States
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any State or other jurisdiction of the United States and the New Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable State securities laws. The New Notes are being offered and sold outside the United States to non-U.S. persons pursuant to and in reliance on Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
This press release and the Base Prospectus do not constitute an offer to any person in the United States. Distribution of this press release or the Base Prospectus by any non-U.S. person outside the United States to any U.S. person or to any other person within the United States, is unauthorised and any disclosure without the prior written consent of the Company of any of its contents to any such U.S. person or other person within the United States, is prohibited.
Republic of Italy
The offering of the New Notes has not been registered with the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian securities legislation and, accordingly, the New Notes are not intended to be offered or sold, and will not be offered or sold, in the Republic of Italy in an offer to the public.
Accordingly, the New Notes are not intended to be offered, sold or delivered or distribute copies of this press release, the Base Prospectus and any other document relating to the New Notes in the Republic of Italy except:
(i) to "qualified investors", as defined in Article 2, letter e), of the Prospectus Regulation and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree 58") and CONSOB regulations, as amended; or
(ii) in any other circumstances where an express exemption from compliance with the offer restrictions applies, as provided under the Prospectus Regulation, Article 100 of Decree No. 58, Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time, and any other applicable Italian laws and regulations.
Any such offer, sale or delivery of the New Notes or distribution of copies of this press release, the Base Prospectus or any other document relating to the New Notes in the Republic of Italy must be:
(a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended, Decree No. 58, CONSOB Regulation No. 20307 of 15 February 2018, as amended and any other applicable laws and regulations;
(b) in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementing guidelines of the Bank of Italy issued on 25 August 2015 (as amended on 10 August 2016 and on 2 November 2020); and
(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority.
Switzerland
The offering of the New Notes in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") as long as such offering is made to professional clients within the meaning of the FinSA only or as long as the New Notes have a minimum denomination of CHF 100,000 (or equivalent in another currency) or more and the New Notes will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release and the Base Prospectus do not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the New Notes.
Japan
The New Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Act") and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.
Hong Kong
(a) The New Notes are not intended to be offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap 571) of Hong Kong (the "SFO") and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and
(b) this press release is not intended to be directed at, accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO.
Singapore
This press release and the Base Prospectus have not been, and will not be, registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the New Notes are not intended to be offered or sold or caused to be made the subject of any invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of any invitation for subscription or purchase, and this press release, the Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes are not intended to be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, 2001 of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to, and in accordance with the conditions specified in Section 275 of the SFA.
General
No action has been taken in any jurisdiction that would permit a public offering of any of the New Notes, or possession or distribution of this press release, the Base Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.
Tender Offer
Each capitalised term used in this section is as defined in the tender offer memorandum dated 18 May 2026 (the "Tender Offer Memorandum") unless otherwise defined herein.
This press release does not constitute an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this press release or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers, the Tender Agent and the Information Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction in relation to the Tender Offer that would permit a public offering of securities.
United States
The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange in the United States or to U.S. Persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") (each a "U.S. Person") and the Existing Bonds may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of this press release, the Tender Offer Memorandum and any documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees) in or into the United States or to any persons located or resident in the United States. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.
For the purposes of the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
European Economic Area
In any European Economic Area ("EEA") member state, this press release and the Tender Offer Memorandum are only addressed to and is only directed at qualified investors in that member state within the meaning of the Article 2(e) of the Prospectus Regulation.
The Tender Offer Memorandum has been prepared on the basis that the Tender Offer in any member state of the EEA (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.
Each person in a Relevant Member State who receives any communication in respect of the Tender Offer contemplated in this press release and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with the Dealer Managers and the Company that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.
France
The Tender Offer is being made, directly or indirectly, in the Republic of France only to qualified investors (investisseurs qualifiés). This press release, the Tender Offer Memorandum and any other offering material relating to the Tender Offer may be distributed in the Republic of France only to qualified investors as defined in Article 2(e) of the Prospectus Regulation, as amended, and referred to in Article L.411-2 of the French Code monétaire et financier as amended from time to time. Neither this press release, the Tender Offer Memorandum, nor any other such offering material has been filed, approved or reviewed by the Autorité des marchés financiers.
United Kingdom
The communication of this press release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to "qualified investors" in the sense of Article 2(e) of the Prospectus Regulation as it forms part of the domestic law by virtue of the European Union (Withdrawal) Act 2018 who are (i) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Financial Promotion Order"), (ii) persons within Article 43 of the Financial Promotion Order and (iii) any other persons to whom these documents and/or materials may lawfully be communicated (together being referred to as "relevant persons" in this paragraph), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this press release, the Tender Offer Memorandum or such other offer material are available only to relevant persons and will be engaged in only with relevant persons.
Republic of Italy
None of the Tender Offer, this press release, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.
The Tender Offer is being carried out in Italy pursuant to an exemption under Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Bondholders that are resident or located in Italy can tender the Existing Bonds through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Bonds or the Tender Offer.
General
Neither this press release nor the Tender Offer Memorandum constitute an offer to buy or the solicitation of an offer to sell Existing Bonds, and tenders of Existing Bonds for purchase pursuant to the Tender Offer will not be accepted from Qualifying Holders in any circumstances in which such offer or solicitation is unlawful.
In addition to the representations referred to above in respect of the United States, each holder of Existing Bonds participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the section "Tender Offer Procedure for submitting Offers to Sell" in the Tender Offer Memorandum. Any tender of Existing Bonds for purchase pursuant to the Tender Offer from a Qualifying Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers, the Tender Agent and the Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Existing Bonds for purchase pursuant to the Tender Offer, whether any such representation given by a Qualifying Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
The Company, the Dealer Managers, the Tender Agent and the Information Agent (or their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this press release, the Tender Offer Memorandum or the Tender Offer.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260518451304/en/
Contacts:
FINANCIAL ANALYSTS AND INVESTORS
PRESS RELATIONS
Global
Simon Zaks
TP Group
Tel: +33 6 72 98 32 37
investor@teleperformance.com
PRESS RELATIONS
Europe
Karine Allouis Laurent Poinsot
IMAGE7
Tel: +33 1 53 70 74 70
teleperformance@image7.fr
PRESS RELATIONS
Americas and Asia-Pacific
Nicole Miller
TP Group
Tel: 1 629-899-0675
tppublicaffairs@teleperformance.com
