Iliad : S.A.S. announces the launch of a €3.6bn senior secure...

Iliad Holding S.A.S.

Paris, France, October 4, 2021. Iliad Holding S.A.S. (formerly know as HoldCo S.A.S.), a société par actions simplifiée incorporated under the laws of France (the "Issuer"), 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. There can be no assurance that the offering of the Senior Secured Notes will be completed.

The proceeds of the Senior Secured Notes will be used to (i) refinance certain amounts borrowed by the Issuer under a bridge to bond facility agreement that the Issuer used to finance the indirect acquisitions of the shares of Iliad S.A. listed on Euronext Paris and repay certain existing debt and obligations of the Issuer and its subsidiaries, and (ii) pay certain fees and expenses in connection with the foregoing.

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")).

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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.

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.