Orpea : Prospectus du 30 mars 2021

Prospectus dated 30 March 2021

€500,000,000 2.00 per cent. Notes due 2028

Issue Price: 99.195 per cent. of the aggregate principal amount of the Notes

ORPEA, a French law limited liability company (société anonyme), having its registered office at 12, rue Jean Jaurès - 92813 Puteaux Cedex - France, and registered with the Registre du Commerce et des Sociétés of Nanterre under number 401 251 566 (the "Issuer" or "ORPEA") intends to issue 2.00 per cent. notes (the "Notes") on 1 April 2021 (the "Issue Date"), for an aggregate principal amount of €500,000,000. The Notes will mature on 1 April 2028 (the "Maturity Date").

The Issue will allocate an amount equal to the net proceeds to existing or future Eligible Green and/or Social Assets or Projects as set out in the Issuer's Sustainable Financing Framework (as amended and supplemented from time to time), as further described in the section "Use and estimated net amount of proceeds" of this Prospectus.

Interest on the Notes will accrue from, and including, the Issue Date at the rate of 2.00 per cent. per annum, payable annually in arrear on 1 April in each year.

Unless previously redeemed or purchased and cancelled in accordance with the Terms and Conditions of the Notes, the Notes will be redeemed at their principal amount on the Maturity Date. The Issuer may, and in certain circumstances shall, redeem all, but not some only, of the outstanding Notes prior to the Maturity Date, at their principal amount, together with any accrued interest thereon, in the event that certain French taxes are imposed (see "Terms and Conditions of the Notes - Redemption and purchase - Redemption for taxation reasons"). The Issuer may also, at its sole discretion, redeem all, but not some only, of the outstanding Notes (i) from (and including) the date falling three months prior to the Maturity Date to (but excluding) the Maturity Date, at their principal amount together with accrued interest and in accordance with the provisions set out in "Terms and Conditions of the Notes - Redemption and purchase - Pre-Maturity Call Option", (ii) at any time prior to the Maturity Date at the Make-whole Redemption Amount (as defined herein) and in accordance with the provisions set out in "Terms and Conditions of the Notes - Redemption and purchase - Early redemption at the Make-whole Redemption Amount", and (iii) at their principal amount together with any interest accrued thereon, in the event that at least seventy- five (75) per cent. of the initial aggregate principal amount of Notes has been purchased or redeemed and cancelled by the Issuer prior to the Maturity Date and in accordance with the provisions set out in "Terms and Conditions of the Notes - Redemption and Purchase - Clean-up Call Option".

Each Noteholder (as defined in the Terms and Conditions of the Notes) will be entitled, in the event of a Change of Control (as defined in the Terms and Conditions of the Notes) of the Issuer, to request the Issuer to redeem all, but not some only, of its Notes at their principal amount, together with any accrued interest thereon (see "Terms and Conditions of the Notes - Redemption and purchase - Redemption following a Change of Control").

The Notes will be issued in dematerialised bearer form in the denomination of €100,000 each. Title to the Notes will be evidenced by book entries (inscription en compte) in accordance with Articles L.211-3et seq. and R.211-1et seq. of the French Code monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes.

The Notes will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders. "Account Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France and includes Euroclear Bank S.A./N.V. and Clearstream Banking, SA.

This document (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France, in its capacity as competent authority under the Prospectus Regulation. The AMF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.

Application has been made to Euronext Paris for the Notes to be admitted to trading on the regulated market of Euronext Paris ("Euronext Paris"). Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, appearing on the list of regulated markets issued by the European Securities and Markets Authority.

This Prospectus will be valid until the date of admission to trading of the Notes on Euronext Paris. The obligation to supplement the Prospectus in the event of significant new factor, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. Neither the Notes nor the long-term debt of the Issuer has been rated.

So long as any of the Notes is outstanding, copies of this Prospectus together with the 2018 Reference Document and the 2019 Universal Registration Document will be available on the websites of the Issuer (www.orpea-corp.com) and of the AMF (www.amf-france.org). The 2020 Interim Financial Report is available on the website of the Issuer.

See the "Risk Factors" section for a description of certain factors which should be considered by prospective investors prior to any investment in the Notes.

	Joint Structuring Advisors
BNP Paribas	NATIXIS	Société Générale Corporate and
Investment Banking
	Joint Lead Managers
BNP Paribas	Crédit Agricole CIB	HSBC
NATIXIS	Société Générale Corporate and Investment Banking

This Prospectus has been prepared for the purposes of giving information with respect to the Issuer, the Issuer and its subsidiaries taken as a whole (the "Group") and the Notes which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses of the Issuer, the rights attached to the Notes and the reason for the issuance and its impact on the Issuer.

This Prospectus is to be read and construed in conjunction with all the documents which are incorporated by reference herein (see "Documents incorporated by reference"). The Issuer accepts responsibility for the information contained or incorporated by reference herein. The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained or incorporated by reference in this Prospectus is in accordance with the facts and contains no omission likely to affect its import.

BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Continental Europe, Natixis and Société Générale (the "Joint Lead Managers") have not separately verified the information contained or incorporated by reference in this Prospectus. The Joint Lead Managers do not make any representation, express or implied, nor accept any responsibility, with respect to the accuracy or completeness of any of the information contained or incorporated by reference in this Prospectus or any responsibility for any acts or omissions of the Issuer or any other person (other than the Joint Lead Managers) in connection with the Prospectus or the issue and offering of Notes. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by, or on behalf of, any of the Issuer or the Joint Lead Managers that any recipient of this Prospectus or any other financial statements should purchase the Notes.

No person is authorised to give any information or to make any representation related to the issue, offering or sale of the Notes not contained or incorporated by reference in this Prospectus. Any information or representation not so contained or incorporated by reference herein must not be relied upon as having been authorised by, or on behalf of, the Issuer or the Joint Lead Managers. The delivery of this Prospectus or any offering or sale of Notes at any time does not imply (i) that there has been no change with respect to the Issuer or the Group since the date hereof and (ii) that the information contained or incorporated by reference in it is correct as at any time subsequent to its date.

This Prospectus and any other information relating to the Issuer or the Notes should not be considered as an offer, an invitation or a recommendation by any of the Issuer or the Joint Lead Managers to subscribe or purchase the Notes. Each prospective investor of Notes should determine for itself the relevance of the information contained or incorporated by reference in this Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. The Joint Lead Managers do not undertake to review the financial or general condition of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or prospective investor in the Notes of any information coming to its attention. Investors should review inter alia, the documents incorporated by reference into this Prospectus when deciding whether or not to subscribe for or to purchase the Notes. Investors should in particular conduct their own analysis and evaluation of risks relating to the Issuer, its business, its financial condition and the issued Notes and consult their own financial or legal advisers about risks associated with an investment in the Notes and the suitability of such an investment in light of their particular circumstances. Prospective investors should read carefully the section entitled "Risk Factors" set out in this Prospectus prior to any investment in the Notes.

The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be restricted by law or regulation. The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered or sold, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution, offering or sale. In particular, no action has been taken by the Issuer or the Joint Lead Managers which is intended to permit an offering of any Note to retail investors or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Note may be offered or sold, directly or indirectly, and neither this Prospectus nor any offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a further description of certain restrictions on offers and sales of Notes and distribution of this Prospectus and of any other offering material relating to the Notes, see "Subscription and Sale" below.

Prospective purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other documentary charges or duties in accordance with the laws and practices of the country where the Notes are transferred or other jurisdictions (including as a result of change in law). Prospective investors are also advised

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to ask for their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale and redemption of the Notes.

A number of Member States of the European Union are currently negotiating to introduce a financial transactions tax ("FTT") in the scope of which transactions in the Notes may fall. The scope of any such tax is still uncertain as well as any potential timing of implementation. If the currently discussed text or any similar tax is adopted, transactions in the Notes would be subject to higher costs, and the liquidity of the market for the Notes may be diminished. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

Each prospective investor must determine based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial needs, objectives and conditions, complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. In particular, each prospective investor should:

1. have sufficient knowledge and experience to properly assess the Notes, the merits and risks of investing in such Notes and the information contained or incorporated by reference in this Prospectus;
2. have access to and knowledge of appropriate analytical tools to evaluate, in the context of its particular financial situation and sensitivity to the risk, an investment in the Notes and the impact the Notes might have on its overall investment portfolio;
3. have sufficient financial resources and liquidity to bear all the risks of an investment in the Notes, including any currency exchange risk when the currency in which payment of principal or interests is to be made is different from that of the prospective investor;
4. understand thoroughly the terms of the Notes and related risks and be familiar with the behaviour of the financial markets and any relevant indices;
5. be able to assess (either alone or with the help of a financial adviser) possible changes in the economy, rates of interest or in other factors that may affect its investment and its ability to bear the applicable risks; and
6. consult its own advisers as to legal, tax and related aspects of an investment in the Notes.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowings and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Neither the Notes nor the long-term debt of the Issuer is rated. The assessment of the Issuer's ability to comply with its payment obligations under the Notes is made more complex for investors. One or more independent credit rating agencies may assign credit ratings to the Notes on an unsolicited basis. A credit rating may be revised or withdrawn by the rating agency at any time, without prior notice. Any such revision or withdrawal may negatively affect the trading price of the Noes and hence investors may lose part of their investment.

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Prohibition of sales to EEA retail investors - The Notes 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 European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), 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 Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION of sales to UK retail investors - the Notes 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 United Kingdom ("UK"). for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of article 2 of Regulation (EU) no 2017/565 as it forms part of domestic law by virtue of the European Union (withdrawal) act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of article 2(1) of Regulation (EU) no 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) no 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPS Regulation.

MIFID II product governance / Professional investors and eligible counterparties only type of clients - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority (ESMA) on 5 February 2018 has led to the conclusion, in relation to the type of clients criterion only, that: (i) the type of clients to whom the Notes are targeted is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration each manufacturer's type of clients assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' type of clients assessment) and determining appropriate distribution channels.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes are being offered outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

In this Prospectus, references to "€", "EURO" or to "euro" are to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty on the functioning of the European Union, as amended.

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TABLE OF CONTENTS
RISK FACTORS .............................................................................................................................	6
DOCUMENTS INCORPORATED BY REFERENCE.................................................................	25
TERMS AND CONDITIONS OF THE NOTES ..........................................................................	31
USE AND ESTIMATED NET AMOUNT OF PROCEEDS ........................................................	40
RECENT DEVELOPMENTS .......................................................................................................	41
SUBSCRIPTION AND SALE ......................................................................................................	57
GENERAL INFORMATION........................................................................................................	59
RESPONSIBILITY........................................................................................................................	62

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