Applus+ sets its share price at 14.50 euros

Barcelona, May 8 2014. Applus+, the global Testing, Inspection and Certification company, has announced the fixed price for the sale and subscription of its shares, directed at institutional investors, at 14.50 euros. After an evaluation of market conditions, and completion of the book building period, the company, selling shareholders and underwriters have agreed on the above share price. A firm contract has also been signed between the company and the underwriters indicated in the Prospectus: Morgan Stanley, UBS, Citigroup, JP Morgan, Berenberg and Banco Santander.
 

The Offering Price has been set within the approximate range indicated in the prospectus (between 13.25 and 16.25 euros per share), and represents an initial stock capital for Applus+ of 1,885 million euros after the Offering.
 

Given the above, the size of the Offering has been established as follows:
 

• Offer for Subscription. This will consist of a total of 20,689,655 new offer shares, with a nominal value of 0.10 euros each, and with an issue premium of 14.40 per share, resulting in a total outlay for investors of 300 million euros. The new offer shares listed under the subscription offer will represent 15.9% of share capital after the Offering.

• Offer for Sale. This will consist of a total of 55,172,414 existing offer shares in the Company, with a nominal value of 0.10 euros each, held by the Offering Shareholder, Azul Finance, S.à.r.l. (Lux) who will receive gross sale proceeds of 800 million euros. The shares issued under the offer for sale will represent 42.4% of share capital after the Offering.

About Applus+
Applus+ is a global leader in testing, inspection and certification.The company provides solutions for clients in all industries in order to ensure that their assets and products comply with regulations and environmental regulations, quality, health and safety.

Applus+ achieved a turnover of 1,600 million euros in 2013, employs 19,000 people and operates in 60 countries across 5 continents.The company has been part of The Carlyle Group’s portfolio since 2007.

Important Noticies
This announcement and the information contained herein are not for distribution in or into the United States, Canada, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.

In any EEA member state that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member state, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive.

Any securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.

In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and persons who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.