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INDIGO GROUP (ex GROUPE INFRA PARK) : INDIGO Group S.A. announces the launch of a tender offer and its intention to issue new bonds under its recently established EMTN programme



Not for release, publication or distribution directly or indirectly to any U.S. person (as defined in Regulation S ("Regulation S") of the U.S. Securities Act of 1933, as amended (the "Securities Act")) or any other 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 of America or the District of Columbia or in any other jurisdiction in which it is unlawful to release, publish or distribute this press release




INDIGO Group S.A. announces the launch of a tender offer on its (i) €800,000,000 1.625% bonds due 19 April 2028 (ISIN: FR0013330099 ) and (ii) €650,000,000 4.500% bonds due 18 April 2030 (ISIN: FR001400LCK1 ) and its intention to issue new bonds under its recently established EMTN programme



As part of its active debt management and its recently established EMTN programme, aimed in particular at preparing the refinancing of its bonds maturing between 2028 and 2030, INDIGO Group S.A. (the "Company") announces today its intention to issue, subject to market conditions, new senior unsecured fixed rate bonds (the "New Bonds"). The final terms of the New Bonds and the base prospectus of the Company dated 30 March 2026 will be available on the Company's website (www.group-indigo.com). The New Bonds are intended to be admitted to trading on the regulated market of Euronext Paris and are expected to be rated BBB (S&P).

The Company also announces the launch today of a capped tender offer (the "Tender Offer") on its €800,000,000 1.625% bonds due on 19 April 2028 (ISIN: FR0013330099) (the "2028 Bonds") and €650,000,000 4.500% bonds due on 18 April 2030 (ISIN: FR001400LCK1) (the "2030 Bonds" and, together with the 2028 Bonds, the "Existing Bonds"), admitted to trading on the regulated market of Euronext Paris, up to a maximum acceptance amount expected to be equal to the principal amount of the New Bonds less €200,000,000 and, with respect to the 2030 Bonds only, up to a maximum acceptance amount to be determined in the sole and absolute discretion of the Company and expected to be announced as soon as reasonably practicable following the pricing of the New Bonds (subject to the right of the Company to increase or decrease such amounts, in its sole and absolute discretion). The Company has appointed BNP Paribas, Crédit Agricole Corporate and Investment Bank and NatWest as Dealer Managers.

The Company intends to finance the repurchase of the Existing Bonds with the net proceeds of the New Bonds. The balance of the proceeds remaining from the issue of the New Bonds will be used for the Company's general corporate purposes and the expected refinancing of some of the amounts drawn by the Company under its syndicated credit facility. A mechanism of priority allocation of the New Bonds may be applied at the sole and absolute discretion of the Company for holders of the Existing Bonds tendering or expressing their firm intention to tender Existing Bonds pursuant to the Tender Offer in accordance with the terms and conditions described in a tender offer memorandum dated 15 April 2026 (the "Tender Offer Memorandum").

The Tender Offer is subject to the terms and conditions described in the Tender Offer Memorandum. The acceptance by the Company of the Existing Bonds tendered under the Tender Offer is at its sole and absolute discretion.

The period during which the Existing Bonds may be tendered will begin on 15 April 2026 and end at 5 p.m. (Paris time) on 22 April 2026, with the results of the Tender Offer to be announced as soon as reasonably practicable on 23 April 2026 (all subject to change due to extension, withdrawal, termination or amendment of the Tender Offer). The completion of the Tender Offer will be conditional upon the settlement of the New Bonds which is expected to take place on 24 April 2026 save for the waiver of such condition by the Company. Settlement of the Tender Offer is expected to take place on 27 April 2026.

**********


INDIGO Group

Analysts / investors contact:   Press contact:
Mathieu Barnavon   Bruno Tallent
 ir@group-indigo.com   bruno.tallent@group-indigo.com



About INDIGO Group S.A.

The INDIGO Group, which owns nearly 100% of INDIGO Infra, INDIGO Neo and INDIGO®weel, is a global player in parking and urban mobility, managing 1.7 million parking spaces and their associated services in 10 countries.

INDIGO Group is indirectly 49.5% owned by Crédit Agricole Assurances, 34.5% owned by Vauban Infrastructure Partners and 14.9% owned by MR Infrastructure Investment GmbH (MEAG), and held 0.1% of its own shares in treasury, with the Group's management owning the remainder of the shares.

www.group-indigo.com


Offer restrictions

New Bonds

Each capitalised term used below is as defined in the base prospectus dated 30 March 2026 (the "Base Prospectus") unless otherwise defined herein.

Prohibition of Sales to European Economic Area

The New Bonds 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 EEA. For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. 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 EEA has been prepared and therefore offering or selling the New Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

United States

The New Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold, directly or indirectly, within the United States of America or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act (“Regulation S”).

Prohibition of Sales to UK Retail Investors

The New Bonds are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a "retail investor" means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the New Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the New Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Canada

The New Bonds may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the New Bonds must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this press release or the Base Prospectus (including any Supplement or amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Japan

The New Bonds have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”) and the New Bonds are not intended to be, and should not be, offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

The New Bonds are not intended to be, and should not be, offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this press release and the Base Prospectus have not circulated or distributed, nor should this press release, the Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Bonds be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (b) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Tender Offer

Each capitalised term used below is as defined in the Tender Offer Memorandum unless otherwise defined herein.

This press release does not constitute an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this press release or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this press release or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers, the Tender Agent and the Information Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the Tender Offer that would permit a public offering of securities.

United States

The Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to owners of Existing Bonds who are located in the United States as defined in Regulation S (“Regulation S”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to, or for the account or benefit of, any U.S. persons as defined in Regulation S (each a “U.S. Person”) and the Existing Bonds may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of the Tender Offer Memorandum, this press release and any documents or materials related to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any such person. Any purported offer to sell Existing Bonds in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and purported tender of Existing Bonds made by a person located in the United States, a U.S. Person, any person acting for the account or benefit of a U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.

Each Qualifying Holder of Existing Bonds participating in the Tender Offer will represent that it is not participating in the Tender Offer from the United States, that it is participating in the Tender Offer in accordance with Regulation S and that it is not a U.S. Person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and who is not a U.S. Person.

United Kingdom

The communication of this press release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Financial Promotion Order") or persons within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

European Economic Area

In any European Economic Area Member State (each, an “EEA Member State”), this press release and the Tender Offer Memorandum is only addressed to and is only directed at qualified investors within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”) in that EEA Member State.

This press release and the Tender Offer Memorandum has been prepared on the basis that the Tender Offer in any EEA Member State will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.

Each person in an EEA Member State who receives any communication in respect of the Tender Offer contemplated in this press release and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Company that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

Belgium

None of the Tender Offer, this press release, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer or the Existing Bonds have been or will be notified to, and neither the Tender Offer, this press release, Tender Offer Memorandum or any other documents or materials relating to the Tender Offer or the Existing Bonds have been or will be approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers). The Tender Offer may therefore not be made in Belgium by way of a public takeover bid (openbaar overnamebod/offre publique d'acquisition) as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids, as amended (the “Belgian Takeover Law”), save in those circumstances where a private placement exemption is available.

The Tender Offer is conducted exclusively under applicable private placement exemptions. The Tender Offer may therefore not be advertised and the Tender Offer will not be extended, and neither this press release, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation (as defined below) and (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law.

This press release and the Tender Offer Memorandum have been issued for the personal use of the above-mentioned qualified investors only and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this press release and the Tender Offer Memorandum may not be used for any other purpose nor may it be disclosed to any other person in Belgium.

Republic of Italy

None of the Tender Offer, this press release, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer or the Existing Bonds have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”), pursuant to applicable Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy as an exempt offer pursuant to Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and Article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Qualifying Holders or beneficial owners of the Existing Bonds that are located in the Republic of Italy can tender Existing Bonds for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Bonds or the Tender Offer, this press release, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer.

General

This press release and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Existing Bonds, and tenders of Existing Bonds for purchase pursuant to the Tender Offer will not be accepted from Qualifying Holders in any circumstances in which such offer or solicitation is unlawful.

In addition to the representations referred to above in respect of the United States, each Qualifying Holder of Existing Bonds participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in “Terms of the Tender Offer” in the Tender Offer Memorandum. Any tender of Existing Bonds for purchase pursuant to the Tender Offer from a Qualifying Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers, the Information Agent and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Existing Bonds for purchase pursuant to the Tender Offer, whether any such representation given by a Qualifying Holder is correct and, if such investigation is undertaken and as a result the Company or the Tender Agent determines (for any reason) that such representation is not correct, such tender shall not be accepted.

The Company, the Dealer Managers, the Information Agent and the Tender Agent (or their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this press release, the Tender Offer Memorandum or the Tender Offer. The Tender Agent and the Information Agent are each an agent of the Company and each owes no duty to any Qualifying Holder.

None of the Company, the Dealer Managers, the Information Agent or the Tender Agent makes any recommendation as to whether or not Qualifying Holders should participate in the Tender Offer.



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