SUEZ ENVIRONNEMENT (EPA:SEV) SUEZ announces the success of its capital increase of approximately €750 million

Transparency directive : regulatory news

22/05/2017 17:52

This press release may not be published, transmitted or distributed,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, 22 May 2017

  SUEZ announces the success of its capital increase of approximately EUR750
                                million

SUEZ (the "Company") announces today the success of its capital increase with a
3-day priority subscription period on an irreducible basis granted to existing
shareholders for an amount of approximately EUR750 million (the "Capital
Increase").

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 billion(1)), paid in cash, as part of a partnership
with the Caisse de dépôt et placement du Québec ("CDPQ").

The gross amount of the Capital Increase (including issue premium) totals c.
EUR750 million which leads to the issuance of 47,468,354 new shares (the "New
Shares") representing 8.4% of the Company's existing share capital. The
subscription price was set at EUR15.80 per New Share, corresponding to a 2.77%
discount to the closing price as of 16 May 2017.

The settlement and delivery and the listing on the regulated market of Euronext
in Paris of the New Shares are expected to take place on 24 May 2017.

Availability of the prospectus

The prospectus was granted the visa numbered D.17-200 by the Autorité des
marchés financiers (the "AMF") on 16 May 2017 and 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 chapter 4 of the Company's reference document and in section 2 of
the securities note, available on the Company 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.

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

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 were 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, Canada, South Africa
and Japan.

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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SUEZ ENVIRONNEMENT (EPA:SEV) SUEZ announces the success of its capital increase of approximately €750 million

Transparency directive : regulatory news

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