Clariane announced the issuance of €333 million hybrid notes to refinance the ODIRNANE Bonds, within the framework of its financial restructuring strategy. The healthcare company filed the proposed offering on June 22, 2026. The offering consists of undated non-call three-year deeply subordinated fixed-rate resettable notes. The completion of the offering is subject to market conditions, Clariane said. The company intends to use the gross proceeds of the offering and its available cash resources to redeem in full its outstanding ODIRNANE Bonds.
The ODIRNANE Bonds have an aggregate principal amount of €332.5 million. These are undated, unsubordinated, unsecured bonds. They can be converted into new shares or exchanged for existing shares. Clariane also intends to use part of the proceeds to cover fees and expenses associated with the refinancing process. Funds that are not immediately required to pay off debt will remain on the company’s balance sheet. Such proceeds shall remain available until applied to the payment of the ODIRNANE Bonds.
Clariane Hybrid Notes Offering and Financial Strategy
The proposed Clariane hybrid notes offering is expected to underpin the company’s capital structure. The Notes are also expected to be treated in full as equity for IFRS purposes. The classification will be used for Clariane’s consolidated financial statements. In addition, Clariane intends to request the listing of the Notes on the Official List of Euronext Dublin. The company will also apply for admission to trading on the Global Exchange Market of Euronext Dublin.
This announcement follows Clariane’s ongoing efforts to optimize its financial framework. The company intends to use the refinancing to meet existing financial obligations while maintaining flexibility in the balance sheet. The announcement was made in Paris on June 22, 2026. Clariane said the offering remains subject to market conditions and other relevant factors.
Important Notice Regarding Offering of Securities
Clariane confirms that the present press release is issued as a public disclosure of inside information in compliance with Regulation (EU) 596/2014 of April 16, 2014. It is also compatible with Implementing Regulation (EU) No 2016/1055 of 10 June 2016. The Notes will not be offered to, or for the account or benefit of, any U.S. person in the United States. The offering will be made in accordance with Regulation S under the U.S. Securities Act of 1933, as amended. However, Clariane said there is no assurance that the offering will be completed. The company said the final terms would also be subject to market conditions.
The Notes have not been registered under the Securities Act or under the securities laws of any other jurisdiction. The Notes, therefore, may not be offered or sold in the United States unless they are registered under the Securities Act of 1933, as amended. Or sales might be made under applicable exemptions. The company noted that the announcement is not an offer of sale of securities. It is also not a solicitation to buy securities in any jurisdiction where such solicitation would be unlawful.
Investor Eligibility and Distribution Limitations
The Clariane hybrid notes offering is not targeted at retail investors in the European Economic Area (EEA). The company said the notes should be offered only to eligible professional investors. Retail investor means a person or entity defined as a retail client by the applicable regulations, including MiFID II. They also apply to customers who are not professional clients within the meaning of Directive (EU) 2016/97. The Notes are not being offered to retail in the United Kingdom. The company said only professional clients, qualified investors and other eligible persons were allowed to participate.
The announcement also imposes various restrictions under the UK financial promotion rules. The Notes will be offered only to Relevant Persons in accordance with applicable legal requirements.
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News Source: GlobeNewswire.com
