Iliad : S.A.S. announces preliminary results for July and Aug...

Iliad Holding S.A.S.

Paris, France, October 4, 2021. Iliad Holding S.A.S. (formerly known as HoldCo S.A.S.), a société par actions simplifiée incorporated under the laws of France (the "Issuer" and, together with its subsidiaries "iliad" or the "Group"), announced today that it intends to offer €3.6 billion (equivalent) in aggregate principal amount of senior secured notes (the "Senior Secured Notes") to comprise euro-denominated senior secured notes due 2026, euro- denominated senior secured notes due 2028, dollar-denominated senior secured notes due 2026 and dollar- denominated senior secured notes due 2028. In connection with the offering of the Senior Secured Notes, the Issuer disclosed to prospective holders of the Senior Secured Notes the information contained in Annex Ahereto which forms part of this announcement.

The Senior Secured Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the "EEA") or of the United Kingdom, only to an investor that is a qualified investor (within the meaning of Article 2 of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation")).

****************

This document is not an offer of securities for sale in the United States. The Senior Secured Notes may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of Senior Secured Notes described in this announcement and any related guarantees has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Senior Secured Notes and such guarantees may be made only in a transaction exempt from the registration requirements of the Securities Act.

It may be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.

Promotion of the Senior Secured Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Senior Secured Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA 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"). This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.

In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state or in the United Kingdom, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state or in the United Kingdom who are "qualified investors" within the meaning of the Prospectus Regulation or in any other circumstances falling within Article 1(4) of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Senior Secured Notes will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public. References to Regulations include, in relation to the UK, those Regulations as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.

This document may include forward-looking statements that are based on our current expectations and projections about future events. All statements other than statements of historical fact included in this document, including, without limitation, statements regarding our future financial position, risks and uncertainties related to our business, strategy, capital expenditures, projected costs and our plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as "believe," "expect," "anticipate," "may," "assume," "plan," "intend," "will," "should," "estimate," "risk" and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. In addition, any forward-looking statements are made only as of the date of this document, and we do not intend, and do not assume any obligation, to update forward-looking statements set forth in this document.

This documents contains certain non-IFRS measures that are not required by, or presented in accordance with, SEC requirements, IFRS or the accounting standards of any other jurisdiction. We have included these measures because management uses them to measure operating performance in presentations to our directors and as a basis for strategic planning and forecasting, as well as for monitoring certain aspects of our cash flows from operating activities and liquidity. We present Non-IFRS measures for informational purposes only. There can be no assurance that items we have identified for adjustment as non-recurring will not recur in the future or that similar items will not be incurred in the future. The calculations of the non-IFRS measures are based on various assumptions and management estimates. These amounts have not been and, in certain cases, cannot be, audited, reviewed or verified by any independent accounting firm. We present the Non-IFRS measures because we believe they are helpful to investors as measures of our operating performance and ability to service our debt and because our management uses these measures to assess our liquidity and operating performance. These measures should not be considered as alternatives to other indicators of our operating performance, cash flows or any other measure of performance derived in accordance with IFRS. Our Non-IFRS measures have limitations as analytical tools. Our Non-IFRS measures may not give an accurate or complete picture of our results or transactions for the periods presented, may not be comparable to our consolidated financial statements or the other financial information included in this document and should not be relied upon for any purposes. Other companies in our industry may calculate the non-IFRS measures differently than we do, which may limit their usefulness as comparative measures. Because of these limitations, our non-IFRS measures and related ratios should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations or reduce our indebtedness.

The information presented in Annex A relating to the Group's performance for July 2021 and August 2021 is based on, and is derived from, internal management accounts and internal estimates. It has not been audited, reviewed or verified by the Group's statutory auditors; no procedures have been completed by the Group's auditors with respect thereto, and you should not place undue reliance thereon. This information is preliminary and subject to change. Consequently, upon publication of the Group's unaudited results for the three months ended September 30, 2021, or of the Group's audited results for the year ending December 31, 2021, the Group may report results that are different from the ones set forth in Annex A. The information provided in Annex A is monthly data or data for a specific period of days, which may not be illustrative of quarterly or monthly performance, particularly in light of uncertainties relating to the ongoing COVID-19 pandemic. This information may not be indicative of the Group's performance during the remainder of the year ending December 31, 2021 or any future period. This information has been compiled and prepared on a basis which is both comparable with the historical financial information and consistent with the Group's accounting policies

Neither the content of iliad's website nor any website accessible by hyperlinks on iliad's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

The manufacturer target market (MIFID II product governance) for the Senior Secured Notes and any related guarantees is expected to be eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) will be prepared as no securities are intended to be made available to retail in the EEA or in the United Kingdom.

Annex A

The Group's revenue for July 2021 and August 2021 was €1,269 million, representing an increase of 36% compared to a revenue of €936 million in July 2020 and August 2020. The Group's EBITDAaL for July 2021 and August 2021 was €468 million, representing an increase of 47% compared to an EBITDAaL of €318 million in July 2020 and August 2020.