Launch of a Consent Solicitation to Vigie (Former Suez) Noteholders to Prepare the Merger With Veolia

Rhea-AI Summary

Veolia has initiated a Consent Solicitation to invite holders of specific Notes to consent to the ongoing merger with Vigie (formerly Suez). This follows the signing of a merger agreement on August 2, 2022. The Notes involved include various series, totaling significant amounts due between 2023 and 2032. The full terms are outlined in the Consent Solicitation Memorandum dated August 31, 2022. Noteholders are invited to meetings convened for September 15, 2022, to discuss the consent process.

Positive

• Consent Solicitation allows for potential adjustments to Note terms, promoting smoother merger integration.
• Engagement with noteholders demonstrates proactive communication and transparency.

Negative

• Merger could lead to integration challenges that may affect operational efficiency.
• Holders of Notes may face uncertainty regarding amendments to terms and conditions.

PARIS--(BUSINESS WIRE)-- Regulatory News:

Veolia (Paris:VIE):

Following signing on the 2^nd of August 2022 of a merger agreement concerning the merger of Vigie (formerly known as Suez) into Veolia Environnement (the "Merger"), Vigie announces today an invitation (such invitation, the "Consent Solicitation") to eligible holders of Notes listed below (together the "Notes") to consent to the Merger and, for certain series of Notes only, to certain amendments to their terms and conditions.

€500,000,000 2.75 per cent. Notes due 9 October 2023 (ISIN: FR0011585215)
€500,000,000 5.50 per cent. Notes due 22 July 2024 (ISIN: FR0010780528)
€500,000,000 1.00 per cent. Notes due 3 April 2025 (ISIN: FR0013248507)
€500,000,000 1.75 per cent. Notes due 10 September 2025 (ISIN: FR0012949923)
€250,000,000 Fixed to Fixed Rate Notes due 2017 extended 2027 (ISIN: FR0010765859)
€800,000,000 1.250 per cent. Notes due 19 May 2028 (ISIN: FR0013173432)
€700,000,000 1.50 per cent. Notes due 3 April 2029 (ISIN: FR0013248523)
€75,000,000 Fixed Rate Notes due 2029 (ISIN: FR0011912575)
€50,000,000 2.25 per cent. Notes due 1 July 2030 (ISIN: FR0012829406)
£250,000,000 5.375 per cent. Notes due 2030 (ISIN: FR0011158849)
€540,000,000 1.625 per cent. Notes due 21 September 2032 (ISIN: FR0013283140)
€100,000,000 3.30 per cent. Notes due 25 March 2033 (ISIN: FR0011454818)
€600,000,000 Undated Deeply Subordinated Fixed Rate Resettable Notes (ISIN: FR0013252061)
€500,000,000 Undated Deeply Subordinated Fixed Rate Resettable Notes (ISIN: FR0013445335)

The full terms and conditions of the Consent Solicitation are contained and described in the Consent Solicitation Memorandum dated 31 August 2022 (the "Consent Solicitation Memorandum") prepared by Vigie, which is available to noteholders at the registered office of Vigie, at the specified office of the Paying Agent of the Notes and from the Centralising Agent.

A notice convening the meetings of holders of the Notes, to be held on 15 September 2022 on first convocation, has been given to the noteholders in accordance with the relevant terms and conditions of the Notes on the date of this announcement (the "Convening Notice"). This Convening Notice is available on the website of Veolia Environnement (the sole shareholder of Vigie as of the date hereof) (https://www.veolia.com/en/Suez-Bond-Consent ) and contains the main elements of the Consent Solicitation (the agenda of the resolutions, the consent fees which might be paid to the holders of the Notes, the expected timetable, the voting procedures as well as the relevant quorum and majorities for the adoption of the resolutions).

Further details on the Consent Solicitation can be obtained from:

SOLICITATION AGENTS

BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Attn: Liability Management Group
Tel: +33 1 87 74 64 33
Email: liability.management@bnpparibas.com

Citigroup Global Markets Limited
Citigroup Centre
Canada Square Canary Wharf
E14 5lb London
United Kingdom
Attn: Liability Management Group
Tel: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com

MUFG Securities (Europe) N.V.
World Trade Center, Tower H, 11th Floor
Zuidplein 98
1077 XV Amsterdam
The Netherlands
Attn: Liability Management Group
Tel: +33 17091 4279
Email: liability.management@mufgsecurities.com

Requests for documentation and information in relation to the procedures for delivering consent instructions should be directed to:

CENTRALISING AGENT

Société Générale Securities Services
32, rue du Champ de Tir
CS 30812
44308 Nantes Cedex 3
France
Tel: +33 2 51 85 65 93
Email: agobligataire.fr@socgen.com
Attention: Elisabeth Bulteau

View source version on businesswire.com: https://www.businesswire.com/news/home/20220831005116/en/

Veolia

Source: Veolia

FAQ

What is the purpose of Veolia's Consent Solicitation regarding VEOEY?

The Consent Solicitation aims to get approval from Noteholders for the merger with Vigie and certain amendments.

What are the details of the Notes involved in the Consent Solicitation for VEOEY?

The Notes include €500 million at 2.75% due 2023, €500 million at 5.50% due 2024, and several others due between 2025 and 2032.

When is the meeting for Noteholders regarding VEOEY's merger?

The meetings for Noteholders are convened on September 15, 2022.

What is the significance of the merger between Veolia and Vigie for VEOEY?

The merger is expected to enhance operational capabilities and expand market reach, potentially benefiting Veolia's overall growth.

Where can I find the full terms of the Consent Solicitation for VEOEY?

The full terms are detailed in the Consent Solicitation Memorandum available on Veolia's official website.