ORPEA: Success for the First Sustainable Bond Issue ("Green & Social”): €500 Million, 7-Year Maturity, 2.00% Coupon

Regulatory News:

On 25 March 2021, ORPEA (Paris:ORP) carried out its first public offering of sustainable bonds ("Green & Social”), dedicated to financing assets and / or projects with an environmental or social impact. These public bonds, amounting €500 million, have a maturity of seven years and a fixed coupon of 2.00%. This transaction has proved extremely successful among many international investors (more than 130 investors spanning 10 different nationalities), being oversubscribed more than twice, with an order book exceeding €1 billion.

As a key player in long-term care, ORPEA has always placed social and environmental issues firmly at the heart of its strategy and investment decisions. ORPEA intends to allocate the net proceeds of this issue to the financing of eligible green and / or social assets or projects, both existing and future ones, as detailed in the framework document, "Sustainable Financing Framework”.

The proceeds from the issue will be allocated via a selection process consisting of three stages (identification, evaluation and validation), in compliance with technical eligibility criteria. Monitoring and regular reporting will be carried out on the actual allocation to measure the social and environmental impact of its underlying projects, under the responsibility of a committee bringing together the Finance, ESG, Quality & Medical and Construction & Maintenance departments.

The framework document ("Sustainable Financing Framework”), which defines the link between this financing and ORPEA’s development projects, has been reviewed by an independent expert (ISS ESG), which has ensured that the transaction is aligned with the Green Bond Principles (2020), Social Bond Principles (2018) and Sustainability Bond Guidelines (2018), as defined by the International Capital Market Association.

The framework as well as the independent assessment performed by ISS ESG are available on ORPEA’s website: https://www.orpea-corp.com/en/publications/financial-operations

Yves Le Masne, Chief Executive Officer of the ORPEA Group, commented:
"First, I would like to thank all the investors, both existing and new ones, that have taken part in ORPEA’s first green and social bond issue. The success of this issue demonstrates the strength of the ORPEA model, in particular through the health crisis, and the Group’s environmental and social commitments. Indeed, the proceeds from this issue will finance, at an attractive rate, facilities meeting the highest environmental standards, and further support the development of a specialized long-term care offering to respond to the demographic and public health challenges faced around the world.”

This issue was carried out with BNP Paribas, CA-CIB, HSBC, Natixis and Société Générale, as Active Bookrunners (BNP Paribas, Natixis and Société Générale, acting as Joint Sustainability Structuring Advisors).

About ORPEA (www.orpea-corp.com)

Founded in 1989, ORPEA is one of the major world leaders in long-term care, with a network of 1,114 facilities comprising 111,801 beds (25,403 of which are under construction) across 23 countries, which are divided into five geographical regions:

- France Benelux: 572 facilities/47,906 beds (of which 5,366 are under construction)
- Central Europe: 261 facilities/27,976 beds (of which 5,828 are under construction)
- Eastern Europe: 142 facilities/15,255 beds (of which 4,101 are under construction)
- Iberian Peninsula/Latin America: 137 facilities/20,139 beds (of which 9,723 are under construction)
- Rest of the world: 2 facilities/525 beds (of which 285 are under construction)

ORPEA is listed on Euronext Paris (ISIN code: FR0000184798) and is a constituent of the SBF 120, STOXX 600 Europe, MSCI Small Cap Europe and CAC Mid 60 indices.

DISCLAIMER

Important information

This press release may not be published, distributed or released directly or indirectly in the United States of America, Australia, Canada or Japan. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any 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.

No communication or information relating to the offering may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance or the subscription of the bonds may be subject to legal and regulatory restrictions in certain jurisdictions; Orpea assumes no liability in connection with the breach by any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation”)).

The bonds have been offered only by way of a private placement in France and outside France (excluding the United States of America, Australia, Canada and Japan) solely to qualified investors as defined in article 2 point (e) of the Prospectus Regulation and in accordance with Article L. 411-2 1° of the French monetary and financial code (Code monétaire et financier). This press release does not constitute a recommendation concerning the issue of the bonds. The value of the bonds can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the bonds for the person concerned.

Prohibition of sales to European Economic Area retail investors

No action has been undertaken or will be undertaken to make available any bonds to any retail investor in the European Economic Area. For the purposes of this provision:

1. the expression "retail investor" means a person who is one (or more) of the following:
   1. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
   2. 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
   3. not a "qualified investor” as defined in the Prospectus Regulation; and
2. the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the bonds to be offered so as to enable an investor to decide to purchase or subscribe the bonds.

Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the bonds or otherwise making them available to retail investors in the EEA or has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

France

The bonds have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in France. Any offer or sale of the bonds and distribution of any offering material relating to the bonds have been and will be made in France only to qualified investors (investisseurs qualifiés), as defined in article 2 point (e) of the Prospectus Regulation, and in accordance with Article L.411-2 1° of the French monetary and financial code (Code monétaire et financier).

United Kingdom

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. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. With respect to the United Kingdom, securities may not be offered or sold absent the publication of a prospectus in the United Kingdom or an exemption from such publication under the Regulation (EU) 2017/1129 as amended, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation”). As a consequence, this document is directed only at persons who are "qualified investors” as defined in point (e) of Article 2 of the UK Prospectus Regulation.

United States of America

This press release may not be published, distributed or transmitted in the United States of America (including its territories and dependencies, any State of the United States of America and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase for securities in the United States of America. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act”), and may not be offered or sold in the United States of America except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Orpea does not intend to register any portion of the proposed offering in the United States of America and no public offering will be made in the United States of America.

Australia, Canada and Japan

The bonds may not and will not be offered, sold or purchased in Australia, Canada or Japan. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada or Japan.

The distribution of this press release in certain countries may constitute a breach of applicable law.

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