SPIE announces the results of the repurchase of its ORNANEs due January 2028 for approximately 388 million euros
Cergy, September 24, 2026 – SPIE (the “Company”), the independent European leader in multi-technical services in the areas of energy and communications, today announces the results of the repurchase of a part of its sustainability-linked bonds settled in cash and/or convertible into new shares and/or exchangeable for existing shares due January 2028 (FR001400F2K3) (the “2028 ORNANEs”) announced on September 22, 2026 (the “Repurchase”).
The Company collected, via a reverse bookbuilding process conducted on September 22, 2026, indications of interest from holders of the outstanding 2028 ORNANEs.
Following the close of this reverse bookbuilding process carried out by BNP PARIBAS and Natixis as Joint Dealer Managers, SPIE has decided to accept the repurchase of 2,801 2028 ORNANEs in a principal amount of 280.1 million euros, representing approximately 70% of the number of the 2028 ORNANEs initially issued.
The final repurchase price pursuant to this process was set at 138,487 euros per 2028 ORNANE representing a total consideration of approximately 388 million euros. This final repurchase price was determined by reference to the initial repurchase price of 135,000 euros per 2028 ORNANE, determined at the close of the reverse bookbuilding process, adjusted for the change in price of a share of SPIE during the period starting on (and including) September 22, 2026 and ending on (and including) September 24, 2026, i.e., a reference share price of 44.1118 euros1. In addition, the Company will pay interest accrued on the 2028 ORNANEs up to (but excluding) the settlement date of the Repurchase.
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 500 million euros sustainability-linked notes due 2032 which is expected to occur on September 28, 2026.
The 2028 ORNANEs accepted in the Repurchase will be cancelled in accordance with their terms and conditions (the “Terms and Conditions”).
As announced in its press release published on September 22, 2026, it is reminded that SPIE will proceed with the early redemption of all remaining outstanding 2028 ORNANEs following the Repurchase, i.e., 1,073 2028 ORNANEs, in accordance with the 2028 ORNANEs Terms and Conditions.
The date of early redemption of 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, i.e., 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).
The Company reiterates its intention 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 and/or existing shares (i.e., 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.
This press release does not contain and does not constitute an offer to sell securities, nor an invitation or solicitation to invest in securities in France, the United States, or any other jurisdiction.
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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| SPIE Pascal Omnès Group Communications Director Tel. + 33 (0)1 34 41 81 11 pascal.omnes@spie.com | SPIE Investor Relations Investors@spie.com | IMAGE 7 Laurent Poinsot Tel. + 33 (0)1 53 70 74 70 spie@image7.fr |
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.
1 Corresponding to the arithmetic average of the value-weighted average price of SPIE shares over three consecutive trading days (from September 22, 2026 to September 24, 2026 included).
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