Elior Group

Capital/Financing Update • Jan 22, 2025

Paris La Défense, January 22, 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

Elior Group S.A. announces the success of its offering of €500 million senior notes due 2030

Elior Group S.A. (the "Company"), announced today the success of its offering (the "New Notes Offering") of €500 million in aggregate principal amount of 5.625% senior notes due 2030 (the "New Notes"). The offering was oversubscribed, demonstrating strong momentum and significant buy-in from the debt investor market, reflecting confidence in the new Elior story.

The New Notes will bear interest at an annual rate of 5.625% and will be issued at a price of 100% of their par value. The New Notes will rank pari passu with the Company's senior debt, including its new revolving credit facility. The Company will also enter into a new revolving credit facility agreement for an amount of €430 million upon the completion of the New Notes Offering and cancel its existing senior facilities agreement.

The Company intends to use the gross proceeds from the New Notes Offering, together with cash on hand and amounts drawn under the new revolving credit facility agreement, to (i) repurchase its outstanding senior notes due 2026 (the "Existing Notes") in its previously announced tender offer (the "Tender Offer" and, collectively with the New Notes Offering, the "Transactions"), (ii) repay the drawing under its existing revolving credit facility, and pay certain fees and expenses in connection with the Transactions. If not all the Existing Notes are repurchased in the Tender Offer, the Company intends to redeem them at or prior to their maturity in accordance with the terms of the indenture governing the Existing Notes.

The issuance of the New Notes is expected to take place on February 4, 2025, subject to customary conditions.

Important notice

This press release constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016).

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The New Notes will be offered only in offshore transactions outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), subject to prevailing market and other conditions. There is no assurance that the Transactions will be completed or, if completed, as to the terms on which it is completed. The New Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor (as defined above) in the United Kingdom. The expression "retail investor" in relation to the United Kingdom means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 and any rules or regulations made thereunder to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or otherwise. The offer and sale of the New Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

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About Elior Group

Founded in 1991, Elior Group is a world leader in contract catering and a benchmark player in the business & industry, local authority, education and health & welfare markets. With strong positions in eleven countries, the Group generated €6.053 million in pro forma reverue in fiscal 2023-2024. Our 13,000 employees cater for 3.2 million people every day at 20,200 restaurants and points of sale on three continents.

The Group's business model is built on both innovation and social responsibility. Elior Group has been a member of the United Nations Global Compact since 2004, reaching advanced level in 2015.

To find out more, visit www.eliorgroup.com / Follow Elior Group on Twitter: @Elior_Group

Investor contact

Didier Grandpré-investor@eliorgroup.com