SUEZ ENVIRONNEMENT (EPA:SEV) SUEZ launches a capital increase

Transparency directive : regulatory news

16/05/2017 17:46

This press release may not be published, transmitted or distributed,
directly or indirectly, in the United States of America, Australia, Canada,
South Africa or Japan

Press Release

Paris, 16 May 2017

       SUEZ launches a capital increase without shareholders' preferential
    subscription rights and with a 3-day priority subscription period on an
      irreducible basis granted to existing shareholders for an amount of
approximately EUR750 million as part of the financing of the acquisition of GE
                                Water

                      Launch of the Private Placement

Following the announcement on 8 March 2017 of the acquisition (the
"Acquisition") of GE Water & Process Technologies ("GE Water") and the
announcement on 10 May 2017 of the principle of a proposed capital increase,
SUEZ (the "Company") announces today the launch of a capital increase without
shareholders' preferential subscription rights and with a priority subscription
period on an irreducible basis granted to existing shareholders ("Capital
Increase") for an amount of approximately EUR750 million.

The proceeds of the Capital Increase will be used to finance a part of the
acquisition price of GE Water for a total amount of 3.415 billion US dollars
(i.e., approximately EUR3.2 billion1), paid in cash, as part of a partnership
with the Caisse de dépôt et placement du Québec ("CDPQ"). The acquisition of
GE Water will be carried out via an intermediary company the share capital of
which will be held for 70% by SUEZ and for 30% by CDPQ. CDPQ's equity
contribution will amount to 0.7 billion US dollars. The portion financed by
SUEZ, which corresponds to a 70% equity contribution in the acquiring company
(i.e., approximately 1.6 billion US dollars) and the implementation of an
intercompany loan (for approximately 1.1 billion US dollars), will therefore
amount to 2.715 billion US dollars (i.e., approximately EUR2.550 billion(1)).

The acquisition of GE Water has been secured by a bridge financing covering the
entire transaction.

The Capital Increase of EUR750 million completes the financing of this
transaction which was initiated by the issuance of senior unsecured debt on 3
April 2017 for a total amount of EUR1.2 billion and by hybrid debt issued on 19
April 2017 for a total amount of EUR600 million.

In the event of failure to complete this acquisition, which is subject to
certain customary conditions precedent, the proceeds of the Capital Increase
would be allocated to the general corporate purposes of the Group, including
future development projects and certain refinancings.

(1) On the basis of an exchange rate EUR/USD of 1.06

The Capital Increase will lead to the issuance of a maximum of 47.6 million new
shares ("New Shares") corresponding to 8.4% of the Company's share capital.

The Company's existing shareholders (as of the record date of 16 May 2017) will
be granted a 3-day priority subscription period on an irreducible basis (à
titre irréductible), which will run from 17 May 2017 to 19 May 2017
(inclusive) at 17.00 (Paris time).

The New Shares not subscribed for during the priority subscription period as
described above are being offered in a global offering including:

  - a private placement to institutional investors, within and outside of
    France, excluding certain countries, in particular the United States of
    America, Japan, South Africa and Australia, that will be executed through a
    bookbuilding process on 16 May 2017 after market close;

  - a public offering in France for retail investors principally, which will
    run from 17 May 2017 until 19 May 2017 (inclusive) at 17.00 (Paris time)
    for orders placed at branches of financial institutions and until 19 May
    2017 (inclusive) at 20.00 (Paris time) for orders placed online, subject
    to obtaining a visa on the prospectus granted by the Autorité des marchés
    financiers ("AMF").

Orders placed in the public offering and private placement might be subject to
reduction depending on the results of the priority subscriptions on an
irreducible basis received during the priority subscription period.

The subscription price of the New Shares in the context of the priority
subscription period and the public offering will be equal to the private
placement subscription price of the New Shares and will be set between EUR15.76
and EUR16.01 per share. The subscription price will be communicated in a press
release published at the latest on 17 May 2017 before market open.

This press release concerns the launch of the private placement.

This press release does not constitute an offering to subscribe for the New
Shares, and the offering  of New Shares does not constitute a public offering
in any other country than France.

Availability of the prospectus

The prospectus, comprising (i) the reference document of the Company filed with
the AMF on 5 April 2017 under number D.17-0330 and (ii) a securities note
(including a summary of the prospectus), will be made available once it
receives an AMF visa expected on 16 May at latest.

Hard copies of the prospectus will be made available free of charge at the
Company's headquarters, located at 16, place de l'Iris, Tour CB 21, 92040
Paris-La Défense. The prospectus is also available on the Company's website
(www.suez.com) and on the AMF's website (www.amf-france.org).

Potential investors are advised to consider carefully the risk factors
described in chapter 4 of the Company's reference document and in section 2 of
the securities note, as well as the risk factors related to the Acquisition as
mentioned in the prospectus of the bond issued on 13 April 2017, available on
the issuer website (www.suez.com) and on the AMF website (www.amf-france.org),
before deciding whether to invest. Should all or any part of these risk factors
materialize, the Company's and the group's businesses, financials, results or
ability to reach its guidance may be negatively affected.

About SUEZ
We are at the dawn of the resource revolution. In a world facing high
demographic growth, runaway urbanisation and the shortage of natural resources,
securing, optimising and renewing resources is essential to our future. SUEZ
(Paris: SEV, Brussels: SEVB) supplies drinking water to 92 million people,
delivers wastewater treatment services to 65 million, recovers 16 million tons
of waste each year and produces 7 TWh of local and renewable energy. With
82,536 employees, SUEZ,  which is present on all five continents, is a key
player in the sustainable management of resources. SUEZ generated total
revenues of EUR15.3 billion in 2016.

CONTACTS

Press
+33 1 58 81 23 23

Analysts & Investors
+33 1 58 81 24 05

Disclaimer

The distribution of this press release and the offer and sale of the shares of
the Company (the "Securities") may be restricted by law in certain
jurisdictions according to applicable laws and regulations and persons into
whose possession this document or other information referred to herein come
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete and no reliance may be placed by
any person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness. Any purchase of Securities should be
made solely on the basis of the information contained in the prospectus issued
by the Company.

France

The offer and the sale of the New Share in France will be implemented in the
context of a private placement to certain institutional investors according to
Article L. 411-2 II of the French Monetary  and Financial Code and a public
offering in France following the date of the AMF approval (visa) on the
prospectus in relation with the issue and admission of the New Shares to
trading on the regulated market of Euronext Paris.

European Economic Area

This press release is an advertisement and not a prospectus within the meaning
of Directive 2003/71/EC of the European Parliament and the Council of 4
November 2003, as amended, in particular by Directive 2010/73/EU to the extent
such Directive has been transposed in the relevant member State of the European
Economic Area (together, the "Prospectus Directive").

With respect to member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive other than France (each, a "Member
State"), no action has been undertaken or will be undertaken to make an offer
to the public of the Securities requiring a publication of a prospectus in any
Member State. As a result, the Securities may only be offered in Member
States:

a) to qualified investors, as defined in the Prospectus Directive;
b) to fewer than 150 natural or legal persons (other than qualified investors
as defined by the Prospectus Directive) in each Member State; or
c) in circumstances falling within Article 3(2) of the Prospectus Directive,

and provided that no such offer of Securities referred to in (a) to (b) above
shall require the Company or the Joint Global Coordinators, Joint Lead Managers
and Joint Bookrunners to publish a prospectus pursuant to Article 3 of the
Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.

For these purposes, as defined in the Prospectus Directive, the expression an
"offer to the public of  the Securities" in a relevant Member State, which has
implemented the Prospectus Directive (as defined below), means any
communication in any form and by any means of sufficient information  on the
terms of the offer of the Securities to be offered, so as to enable an investor
to decide, as the case may be, to purchase or subscribe the Securities, as the
same may be varied in that Member State.

This selling restriction applies in addition to any other selling restrictions
which may be applicable in the Member States who have implemented the
Prospectus Directive.

United States of America

This press release does not constitute or form a part of any offer of
Securities or solicitation to purchase or subscribe for Securities in the
United States. Securities may not be offered, subscribed or sold in the United
States absent registration under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements thereof. The shares
of the Company have not been and will not be registered under the U.S.
Securities Act and the Company does not intend to make a public offer of its
securities in the United States.

United Kingdom

In the United Kingdom this press release is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who
fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may
otherwise lawfully be communicated.

This press release is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the securities or possession or distribution
of this press release in any jurisdiction where action for that purpose is
required. Persons into whose possession this press release comes are required
to inform themselves about and to observe any such restrictions.

Australia, South Africa, Canada and Japan

This press release is not to be published, transmitted or distributed, directly
or indirectly, in the  United States, South Africa, Australia, Canada or
Japan.
The Securities may not be offered or sold in Australia, South Africa and Japan,
and are subject to restrictions on their offer and sale in Canada.

SUEZ

Siège social - Tour CB21 - 16 place de l?iris, 92040 Paris La Défense
Cedex, France - Tel : +33 (0)1 58 81 20 00 - www.suez.com
SA au capital de 2 263 664 780 euros - Siren 433 466 570 RCS NANTERRE - TVA
FR 76433 466 570

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