SUEZ ENVIRONNEMENT (EPA:SEV) SUEZ announces the subscription price for its approximately €750 million capital increase following the pricing of the private placement

Transparency directive : regulatory news

17/05/2017 07:41

This press release may not be published, transmitted or distributed, directly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

Press Release

Paris, 17 May 2017

  SUEZ announces the subscription price for its approximately EUR750 million
        capital increase following the pricing of the private placement

                     Visa n°17-200 received on 16 May 2017

   Beginning of the priority subscription period and of the public offering

SUEZ (the "Company") announces today that the subscription price has been set
at EUR15.80 per new share, representing a 2.8% discount to the closing price as
of 16 May 2017, in the context of its capital increase announced on 16 May 2017
(the "Capital Increase") and following the pricing of the private placement
today.

The c. EUR750 million Capital Increase will lead to the issuance of 47,468,354
new shares (the "New Shares") representing 8.4% of the Company's share capital.
The offering is conducted without shareholders' preferential subscription
rights and with a priority subscription period on an irreducible basis granted
to existing shareholders:

  - the Company's existing shareholders (as of the record date of 16 May 2017)
    will be granted a 3 consecutive trading days priority subscription period,
    which will run from 17 May 2017 to 19 May 2017 (inclusive) at 17.00 (Paris
    time);

  - the public offering in France begins today and will close on 19 May 2017
    (inclusive) at 17.00 (Paris time) for orders placed at branches of
    financial institutions and on 19 May 2017 (inclusive) at 20.00 (Paris time)
    for orders placed online;

  - the private placement launched on 16 May 2017 at around 17:45 (Paris time)
    was priced in the evening of the same day.

Orders placed in the public offering and private placement will be subject to
reduction depending on the results of the priority subscriptions on an
irreducible basis in the context of the priority subscription period and final
allocations will be communicated once the results are available.

Availability of the prospectus

The prospectus has received from the Autorité des marchés financiers (the
"AMF") the visa no 17- 200 on 16 May 2017. The prospectus comprises (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).

Hard copies of the prospectus are 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 section 4 of the Company's reference document as well as in
section 2 of the securities note 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                         Analysts & Investors
+33 1 58 81 23 23             +33 1 58 81 24 05

Disclaimer

The distribution of this press release and the offer and sale of the shares of
Suez (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 comes
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 of Securities 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 visa on the
prospectus in relation with the issue and admission to trading on Euronext
Paris regulated market of the New Shares.

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.

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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Transparency directive : regulatory news

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