The New Notes will be admitted to trading on Euronext Paris. It is expected that the New Notes will be rated BBB (S&P), in line with TP’s rating as confirmed by S&P with a stable outlook on March 13, 2026.
The net proceeds of the New Notes will be allocated to the repurchase of the following notes targeted under a tender offer announced and launched by TP on 18 May 2026 (the “Tender Offer”):
The balance (if any) of the net proceeds of the New Notes will be used for TP’s general corporate purposes.
Crédit Agricole CIB, Goldman Sachs Bank Europe SE (B&D) and Société Générale acted as global coordinators and BNP PARIBAS, Citi, HSBC, Natixis, as active bookrunners in relation to the issuance of the New Notes.
Crédit Agricole CIB, Goldman Sachs Bank Europe SE (B&D) and Société Générale also acted as dealer managers on the Tender Offer.
With this dual tranche issue under its €5,000,000,000 EMTN programme pursuant to its base prospectus as supplemented, TP is confirming its leadership in terms of balance sheet strength within its industry and is reaching a new milestone in the implementation of its strategic plan.
The final terms of the New Notes together with TP's base prospectus dated 11 December 2025 and supplements thereto will be available on TP’s website at the following address: www.tp.com.
About TP Group
TP is a global leader in digital business services that consistently seeks to blend the best of advanced technology with human empathy to deliver enhanced customer care that is simpler, faster, and safer for the world’s biggest brands and their customers. The Group’s comprehensive, AI-powered service portfolio ranges from front office customer care to back-office functions, including operations consulting and high-value digital transformation services. It also offers a range of Specialized Services such as collections, interpreting and localization, visa and consular services, and recruitment process outsourcing services. The teams of multilingual, inspired, and passionate experts and advisors, spread in close to 100 countries, as well as the Group’s local presence allow it to be a force of good in supporting communities, clients, and the environment.
For more information: www.tp.com
Disclaimer
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities and the issue of the New Notes will not be an offer to the public (other than to qualified investors) in any jurisdiction, including France.
Each capitalized term used in this section is as defined in the base prospectus dated 11 December 2025 as supplemented by a first supplement dated 13 May 2026 (the "Base Prospectus") unless otherwise defined herein.
Prohibition of Sales to EEA Retail Investors for the purposes of the Prospectus Regulation and EU PRIIPs Regulation
The New Notes are not intended to be offered, sold or otherwise made available and will not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA").
For these purposes:
The expression “retail investor” means a person who is one (or both) of the following:
(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or
(b) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
France
The New Notes are not intended to be offered or sold and will only be offered or sold, directly or indirectly, in France to qualified investors (investisseurs qualifiés) as defined in 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") and referred to in Article L.411-2 1° of the French Code monétaire et financier and are only intended to be distributed or caused to be distributed and will only be distributed or caused to be distributed in France to such qualified investors.
Prohibition of Sales to UK Retail Investors
The New Notes are not intended to be offered, sold or otherwise made available and will not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”).
For these purposes:
(i) the expression “retail investor” means a person who is one (or both) of the following:
(a) 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 (“EUWA”); or
(b) 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 Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the New Notes 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.
United States
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any State or other jurisdiction of the United States and the New Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable State securities laws. The New Notes are being offered and sold outside the United States to non-U.S. persons pursuant to and in reliance on Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
This press release and the Base Prospectus do not constitute an offer to any person in the United States. Distribution of this press release or the Base Prospectus by any non-U.S. person outside the United States to any U.S. person or to any other person within the United States, is unauthorised and any disclosure without the prior written consent of the Company of any of its contents to any such U.S. person or other person within the United States, is prohibited.
Republic of Italy
The offering of the New Notes has not been registered with the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian securities legislation and, accordingly, the New Notes are not intended to be offered or sold, and will not be offered or sold, in the Republic of Italy in an offer to the public.
Accordingly, the New Notes are not intended to be offered, sold or delivered or distribute copies of this press release, the Base Prospectus and any other document relating to the New Notes in the Republic of Italy except:
Any such offer, sale or delivery of the New Notes or distribution of copies of this press release, the Base Prospectus or any other document relating to the New Notes in the Republic of Italy must be:
Switzerland
The offering of the New Notes in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") as long as such offering is made to professional clients within the meaning of the FinSA only or as long as the New Notes have a minimum denomination of CHF 100,000 (or equivalent in another currency) or more and the New Notes will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release and the Base Prospectus do not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the New Notes.
Japan
The New Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) (the “Financial Instruments and Exchange Act”) and will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.
Hong Kong
Singapore
This press release and the Base Prospectus have not been, and will not be, registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the New Notes are not intended to be offered or sold or caused to be made the subject of any invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of any invitation for subscription or purchase, and this press release, the Base Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes are not intended to be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) 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.
General
No action has been taken in any jurisdiction that would permit a public offering of any of the New Notes, or possession or distribution of this press release, the Base Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260519177620/en/
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