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BEL announces the closing of the tender offer on its bonds due April 2024 - Notice of Results

Notice of Results

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Invitation by

25 January 2023

BEL(formerly Fromageries Bel)a société anonyme established under the laws of France

(the “Company”)

announces the results of the Tender Offer

to the Qualifying Holders of its

€500,000,000 1.50 per cent. bonds due April 2024 with a three-month par call on 18 January 2024 (ISIN FR0013251329) issued on 18 April 2017 and admitted to trading on Euronext Paris (of which €500,000,000 are currently outstanding)(the “Bonds”)

The Company announced on 17 January 2023 the launch of a Tender Offer described in the tender offer memorandum dated 17 January 2023 (the “Tender Offer Memorandum”) which has been prepared by the Company in relation to the Tender Offer.

This Notice must be read in conjunction with the Tender Offer Memorandum. Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.

Under the terms of the Tender Offer, Qualifying Holders (subject to offer restrictions), were invited to tender for purchase by the Company for cash their Bonds up to the Maximum Acceptance Amount, subject to the right of the Company in its sole and absolute discretion to increase or decrease such amount or to decide not to accept any Bonds validly tendered pursuant to the Tender Offer. The Tender Offer expired at 16:00 hours CET on 24 January 2023.

Final results of the Tender Offer

The Company is pleased to announce hereby the results of the Tender Offer as follows:

1. the principal amount of Bonds validly tendered: €198,200,000;
2. the Final Acceptance Amount: €198,200,000;
3. the Tender Pro-Rating Factor: no Tender Pro-Rating Factor will be applied; and
4. the remaining outstanding principal amount of Bonds after the Settlement Date: €301,800,000.

Settlement

The Settlement Date for the Tender Offer is expected to be 27 January 2023. All sales pursuant to the Tender Offer will settle through the normal procedures of Euroclear France, Euroclear and Clearstream. On the Settlement Date, the Company shall pay or procure the payment of, to each Qualifying Holder which has validly submitted an Offer to Sell by the Expiration Time, an amount in cash equal to the Tender Consideration in respect of each principal amount of Bonds so tendered and delivered by such Qualifying Holder and accepted for purchase by the Company.

Payment of the Tender Consideration, by or on behalf of the Company shall fully and finally discharge its obligations to the relevant Qualifying Holders in respect of the Bonds validly tendered, delivered and accepted for purchase by the Company pursuant to the Tender Offer. Under no circumstances will any additional interest be payable by the Company to a Qualifying Holder due to any delay in the transmission of funds from the Relevant Clearing System or any other intermediary with respect to such Bonds of that Qualifying Holder.

Bonds purchased by the Company pursuant to the Tender Offer will be cancelled by the Company. Bonds which have not been submitted for tender or have not been successfully submitted for tender and are not purchased pursuant to the Tender Offer will remain outstanding after the Settlement Date.

Contact Information

Dealer Managers BNP Paribas16, boulevard des Italiens75009 ParisFrance Attn : Liability Management GroupTel: +33 1 55 77 78 94Email: liability.management@bnpparibas.com

Crédit Agricole Corporate and Investment Bank12, place des Etats-UnisCS 7005292547 Montrouge CedexFranceAttn: Liability ManagementTel: +44 207 214 5903Email: liability.management@ca-cib.com

Natixis7, promenade Germaine Sablon75013 ParisFranceAttn : Liability ManagementTel: +33 1 58 55 05 56Email: liability.management-corporate@natixis.com

Information and Tender Agent

BNP ParibasIn its role as tender agent:Les Grands Moulins de Pantin9, rue du Débarcadère93500 PantinFranceAttn: Corporate Trust ServicesTel: +33 1 40 14 14 30Fax: +33 1 57 43 31 38Email : paris.bp2s.offers@bnpparibas.comIn its role as information agent:Les Grands Moulins de Pantin9, rue du Débarcadère93500 PantinFrance Tel: +33 1 40 14 32 11 / +33 1 40 14 14 30Email: paris.bp2s.information.agent@bnpparibas.com

Copies of the Tender Offer Memorandum are available free of charge upon request addressed to the Information and Tender Agent.

OFFER RESTRICTIONS

The distribution of this Notice in certain jurisdictions may be restricted by law. Persons into whose possession this Notice comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. Please see the Tender Offer Memorandum for a full description of such restrictions.

Attachment

• Bel_Tender Offer_Long Form Closing Notice