Nexity

SUCCESSFUL ISSUANCE BY NEXITY OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (OCEANES) DUE 2028 FOR APPROXIMATELY €240M AND RESULTS OF THE CONCURRENT REPURCHASE OF THE OUTSTANDING OCEANES DUE 2023... - Seite 2

The 2028 OCEANEs may be redeemed before the Maturity Date at the option of Nexity, under certain conditions, and at the option of bondholders in case of Change of Control or a Delisting Event (as defined in the terms and conditions of the 2028 OCEANEs).

In particular, the 2028 OCEANEs may be fully redeemed at Nexity’s option at any time from May 12^th, 2025 until the Maturity Date, subject to a minimum 30 (but no more than 60) days’ prior notice, if the arithmetic average of the products of Nexity’s share volume-weighted average price on Euronext Paris and the prevailing conversion ratio (calculated over a period of 20 consecutive trading days chosen by the Company from among the 30 consecutive trading days ending on (and including) the trading day immediately preceding the day of the publication of the early redemption notice) exceeds 130% of the nominal value of the 2028 OCEANEs.

The 2028 OCEANEs may also be fully redeemed at any time, subject to a minimum 30 (and a maximum 60) days’ prior notice, if 85% or more in principal amount of the 2028 OCEANEs originally issued have been converted/exchanged and/or redeemed and/or purchased by Nexity and cancelled.

Lock-up

In the context of the Issuance, the Company agreed to a lock-up undertaking for a period starting from the announcement of the final terms of the 2028 OCEANEs and ending 90 calendar days after the settlement and delivery date of the 2028 OCEANEs, subject to certain customary exceptions.

  

Legal framework

An application will be made for the admission of the 2028 OCEANEs to trading on Euronext Access^TM, the non-regulated market of Euronext Paris. Such admission to trading is expected within 30 days from the settlement date.

The 2028 OCEANEs, will be issued as per the 28^th resolution approved by the shareholders’ ordinary and extraordinary general meeting held on May 19^th, 2020 and have been offered by way of a placement, in France and outside France (excluding the United States of America, Canada, Australia, South Africa and Japan) to qualified investors only as defined in article 2(e) of Regulation (EU) 2017/1129 in accordance with Article L.411-2 1° of the French Monetary and Financial Code (Code monétaire et financier).