- SPIE launches a repurchase invitation with respect to its ORNANEs due January 2028 for up to 388 million euros
- SPIE announces the early redemption of the remaining outstanding ORNANEs following the repurchase invitation
- SPIE announces the successful placement of a 500 million euros sustainability-linked bond, with a 5.5-year maturity and a coupon of 4.875%
Cergy, September 22, 2026 – SPIE (the “Company”), the independent European leader in multi-technical services in the areas of energy and communications, today announces:
- the launch of a repurchase invitation for cash with respect to its sustainability-linked bonds settled in cash and/or convertible into new shares and/or exchangeable for existing shares due January 2028 (the “2028 ORNANEs”) via a reverse bookbuilding;
- the early redemption on October 22, 2026 of the remaining outstanding 2028 ORNANEs following the repurchase invitation; and
- the successful placement of a 500 million euros sustainability-linked bond, with a 5.5-year maturity and a coupon of 4.875%.
On September 21, 2026, SPIE successfully carried out the placement of 500 million euros in aggregate principal amount of senior notes due 2032 which will bear interest at a rate of 4.875% per annum (the “New Notes”). The settlement and delivery of the New Notes is expected to take place on September 28, 2026.
The net proceeds of the issue of the New Notes will be used by the Company for general corporate purposes, and the partial refinancing of its existing indebtedness, including the repurchase invitation on the outstanding 2028 ORNANEs as described below.
2028 ORNANEs repurchase offer
SPIE announces today the launch of a partial repurchase invitation with respect to its 2028 ORNANEs of 400 million euros initial nominal amount due 17 January 2028 (FR001400F2K3) for a target amount of approximately 388 million euros (the “Maximum Spend Amount”), by conducting a reverse bookbuilding process to collect irrevocable orders from bondholders willing to sell their 2028 ORNANEs (the “Repurchase”).
With a view to the partial repurchase of the 2028 ORNANEs, SPIE will collect today, outside the United States of America, through BNP PARIBAS and Natixis acting as Joint Dealer Managers, and by means of a reverse bookbuilding process, irrevocable orders from holders of 2028 ORNANEs to sell their 2028 ORNANEs.
The bookbuilding is expected to close today at 5:00 p.m. (Paris time), with the Company reserving the right, at its sole and absolute discretion and without prior notice, to close it early or to extend its duration at any time.
As at the close of business on September 21, 2026, there was 387.4 million euros in aggregate principal amount of the 2028 ORNANEs outstanding.
Repurchase price
The repurchase price per 100,000 euros in principal amount of 2028 ORNANEs will be initially set between 135,000 euros and 135,250 euros before any adjustment for the change in price of a share of SPIE during the period starting on (and including) 22 September 2026 and ending on (and including) 24 September 2026. In addition, the Company will pay interest accrued on the 2028 ORNANEs up to (but excluding) the settlement date of the Repurchase.
The results of the reverse bookbuilding process, including the final number of 2028 ORNANEs repurchased and the final repurchase price, are expected to be announced on September 24, 2026.
Transaction conditions
The Repurchase is targeted at holders of the 2028 ORNANEs that are eligible in their respective jurisdictions, in particular that are not persons located or resident in the United States or persons acting for the account or benefit of such persons willing to sell their 2028 ORNANEs to the Company.
The settlement of the Repurchase is expected to take place on October 1, 2026 and is conditional upon the settlement of the issue of the New Notes which is expected to occur on September 28, 2026 and subject to the following paragraph.
The Company reserves the right not to proceed with the Repurchase or not to proceed for its entire
targeted amount. The Company will be under no obligation to accept for purchase 2028 ORNANEs
tendered pursuant to the Repurchase.
The 2028 ORNANEs accepted in the Repurchase will be cancelled in accordance with their terms and conditions.
Early Redemption
SPIE also informs the holders of the outstanding 2028 ORNANEs that it will proceed with the early redemption of all such outstanding 2028 ORNANEs in accordance with the 2028 ORNANEs terms and conditions (the “Terms and Conditions”).
In accordance with section 10.3.1 of the Terms and Conditions, at SPIE’s request, Conv-Ex Advisors Limited acting as calculation agent has verified that, during 20 consecutive trading days (i.e. from and including August 24, 2026, to and including September 18, 2026) chosen by SPIE from among the 40 consecutive trading day period ending on the trading day immediately preceding the publication of this press release, the arithmetic mean of the daily products:
- of the daily volume-weighted average trading price of SPIE shares; and
- the conversion/exchange ratio applicable at each date;
exceeds 130% of the par value of the 2028 ORNANEs.
The early redemption date for the 2028 ORNANEs will be October 22, 2026 (the “Early Redemption Date”).
Pursuant to section 10.3.1 of the Terms and Conditions, the 2028 ORNANEs will be redeemed at par plus interest accrued of 100,527.17 euros per 2028 ORNANEs.
Pursuant to section 10.3.3 of the Terms and Conditions, the holders of 2028 ORNANEs retain the ability to request the exercise of their conversion/exchange right in accordance with the Terms and Conditions until the seventh trading day (included) preceding the Early Redemption Date, i.e. until October 13, 2026 (included).
Provided that the Maximum Spend Amount of the Repurchase is reached (i.e. approximately 388 million euros), the Company intends to deliver new and/or existing shares only in the event that holders of the remaining outstanding 2028 ORNANEs following the Repurchase exercise their conversion and/or exchange rights.
It is further recalled that, in accordance with the Terms and Conditions, the Company’s decision to deliver new or existing shares (ie, the Decision Date as defined in the Terms and Conditions) will occur 3 trading days after each conversion and/or exchange request made by a holder of 2028 ORNANEs on any Exercise Request Date (as defined in the Terms and Conditions).
Any holder of 2028 ORNANEs that will not have requested the exercise of his or her conversion/exchange right in accordance with the Terms and Conditions prior to this date will be redeemed in the conditions set out above.
4,000 2028 ORNANEs were issued in 2023. At the date of this press release, the conversion/exchange rights attached to 126 2028 ORNANEs have been exercised, consequently, 3,874 2028 ORNANEs remain outstanding.
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities.
About SPIE
SPIE is the independent European leader in multi-technical services in the areas of energy and communications. With 55,000 employees, SPIE works alongside its customers to drive the energy, digital and industrial transitions. As a key player in decarbonisation, the Group delivers efficient and innovative solutions across the economy.
SPIE Group achieved in 2025 consolidated revenue of €10.4 billion and consolidated EBITA of €793 million.
www.spie.com
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Disclaimer
This announcement does not constitute an invitation to participate in the Repurchase 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 under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Tenders of 2028 ORNANEs for purchase in the Repurchase will not be accepted from qualifying holders in any circumstances in which such offer or solicitation is unlawful.
The Company does not make any recommendation as to whether or not qualifying holders should participate in the Repurchase. If any holder of the 2028 ORNANEs is in any doubt as to the contents of the Repurchase, or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
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