from GROUPE GORGE (EPA:GOE)
EXAIL TECHNOLOGIES S.A. LAUNCHES A TAP OFFERING OF UNDATED BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (ODIRNANE) FOR A NOMINAL AMOUNT OF EUR 150 MILLION - WITH AN UPSIZE OPTION OF EUR 25 MILLION
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY EXAIL TECHNOLOGIES SECURITIES IN ANY JURISDICTION.
THE SECURITIES WILL ONLY BE OFFERED TO QUALIFIED INVESTORS, WHO COMPRISE, FOR THE PURPOSES OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES WILL NOT BE OFFERED OR SOLD TO RETAIL INVESTORS. NO KEY INFORMATION DOCUMENT HAS BEEN OR WILL BE PREPARED PURSUANT TO EU PRIIPS OR UK PRIIPS REGULATION.
Press release
Paris, 12 January 2026
EXAIL TECHNOLOGIES S.A. LAUNCHES A TAP OFFERING OF UNDATED BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES (ODIRNANE) FOR A NOMINAL AMOUNT OF € 150 MILLION – WITH AN UPSIZE OPTION OF €25 MILLION – TO BE FULLY ASSIMILATED TO ITS €300 MILLION ODIRNANE ISSUED IN OCTOBER 2025
Exail Technologies S.A. (“Exail Technologies”, or the “Company”) announces the launch of a tap issue of EUR denominated “ODIRNANE”[1] undated and unsubordinated bonds (the “New Bonds”) convertible into new shares and/or exchangeable for existing shares of the Company by way of an accelerated bookbuilding process without shareholders' preferential subscription rights for a nominal amount of €150m (the “Offering”) and up to €175m in case of exercise of the upsize option.
The New Bonds are to be issued on the same terms (save for the date of issue and the issue price) as the €300m undated and unsubordinated bonds convertible into new shares and/or exchangeable for existing shares issued by Exail Technologies on 1 October 2025, ISIN FR00140112G1 (the “Original Bonds”) and, as of the settlement date of the New Bonds, will be fully fungible with and assimilated to the Original Bonds and traded on the same listing line. The New Bonds will also carry Euronext's "European Defence Bond" label, which was recently awarded to the Original Bonds.
The issue price of the New Bonds will be determined on the basis of an accelerated bookbuilding procedure and will be announced no later than 13 January 2026. Settlement and delivery of the New Bonds and admission to trading on Euronext AccessTM is expected to take place on 20 January 2026 (the “Issue Date”).
In the context of the Offering, the Company has agreed to a lock-up undertaking relating to its shares and securities giving access to the share capital, ending on the date falling 90 calendar days after the Issue Date, subject to customary exceptions.
As well, Gorgé S.A. (the main shareholder of Exail Technologies) has agreed to a lock-up undertaking relating to the shares of the Company and securities giving access to the share capital of the Company, ending on the date falling 90 calendar days after the Issue Date, subject to certain customary exceptions.
The net proceeds of the Offering will be used for general corporate purposes, including for the future refinancing of the acquisition of iXblue[2] completed in 2022.
BNP Paribas acts as sole structuring bank, and together with Natixis, as joint global coordinator and joint bookrunner of the Offering (together, the “Joint Global Coordinators and Joint Bookrunners”).
FOR FURTHER INFORMATION
Investor Relations
Hugo Soussan
Tel. +33 (0)1 44 77 94 86
h.soussan@exail-technologies.com
Media Relations
Manon Clairet
Tel. +33 (0)1 53 67 36 73
Anne-Pauline Petureaux
Tel. +33 (0)1 53 67 36 72
IMPORTANT NOTICE
This press release may not be published, distributed or released in the United States of America, Australia, Canada, Japan or South Africa. The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Therefore, people in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of securities and the Offering is not an offer to the public in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No communication and no information in respect of the Offering may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The issuance by the Company or the subscription of the New Bonds may be subject to legal and regulatory restrictions in certain jurisdictions. The Company and its advisors, the Joint Global Coordinators and Joint Bookrunners and their advisors, take no responsibility for any violation of any such restriction by any person.
This press release is an advertisement and not a document containing the information set out in Annex IX of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”) or a prospectus within the meaning of the Prospectus Regulation or and of Regulation (EU) 2017/1129 as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
This press release is not an offer to the public other than to qualified investors, or an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including France.
European Economic Area
With respect to the member States of the European Economic Area (each, a “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring publication of a prospectus in any relevant Member State, including France. As a result, the securities referred to herein may only be offered in relevant Member States (i) to qualified investors, as defined by the Prospectus Regulation; or (ii) in any other circumstances, not requiring the Company to publish a prospectus as provided under Article 3(2) of the Prospectus Regulation, a supplement to the prospectus pursuant to Article 23 of the Prospectus Regulation, or an information document pursuant to Articles 1(4) and 1(5) of the Prospectus Regulation. These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in any Member State.
Prohibition of sales to European Economic Area retail investors
No action has been undertaken or will be undertaken to make available any New Bonds to any retail investor in the European Economic Area. For the purposes of this provision:
- the expression "retail investor" means a person who is one (or more) of the following:
- a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
- 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
- not a “qualified investor” as defined in the Prospectus Regulation; and
- the expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Bonds to be offered so as to enable an investor to decide to purchase or subscribe the New Bonds.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Bonds or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Bonds or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Bonds has led to the conclusion that: (i) the target market for the New Bonds is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the New Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Bonds (a “distributor”) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
United Kingdom
With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus. As a result, the securities may and will be offered only (i) to qualified investors within the meaning of the UK Prospectus Regulation, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the UK Prospectus Regulation, or (iii) in accordance with the exemptions set forth in Article 1 (4) of the UK Prospectus Regulation or under any other circumstances which do not require the publication by Exail Technologies of a prospectus pursuant to Article 3 of the UK Prospectus Regulation.
The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Prohibition of sales to UK retail Investors
No action has been undertaken or will be undertaken to make available any New Bonds to any retail investor in the United Kingdom (“UK”). For the purposes of this press release:
- the expression “retail investor” means a person who is one (or more) of the following:
- 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 (“EUWA”); or
- a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA 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
- not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
- the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the New Bonds.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
United States
This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any State or other jurisdiction of the United States, and may not be offered, sold, pledge or otherwise transferred in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register all or any portion of the securities in the United States under the Securities Act or to conduct a public offering of the securities in the United States.
Australia, Canada, Japan and South Africa
This announcement may not be published, forwarded or distributed, directly or indirectly, in Australia, Canada, Japan and South Africa.
None of the Joint Global Coordinators and Joint Bookrunners nor any of their respective directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from this press release) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The distribution of this press release in certain countries may constitute a breach of applicable law.
[1] Classified as an equity instrument in accordance with IFRS
[2] The financing of the iXblue acquisition in September 2022 included, in particular, financing provided by the ICG fund, which was structured in two tranches at the level of Exail Holding (Exail Technologies' subsidiary): (i) a tranche of €81.3 million in bonds maturing in fine in January 2030 with capitalized interest at 12% until 2028, then at 14% during the seventh year and 16% thereafter, and (ii) a tranche of €149.7 million of equity, in the form of preferred shares, with a cumulative capitalized right of 14% for the first six years, then 16% for the seventh year and 18% from the eighth year, and (b) benefiting from a right equal to 18.7%, if this amount is positive, of the value of Exail Holding, to be agreed upon by the parties, less the value of these preferred shares, the equity contributed by the other shareholders and the value of the aforementioned bonds. The preferred shares have a four year lock up period ending in September 2026; after this period the parties aim to ensure the liquidity of the bonds and preferred shares at the same time. See notes 2.2.2 and 8.1.1 of the Company's consolidated financial statements for the year ended 31 December 2024, included in the Company's 2024 universal registration document.