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SUCCESSFUL ISSUANCE BY NEXITY OF NEW CONVERTIBLE BONDS (OCEANE) DUE JANUARY 2023 FOR APPROXIMATELY 270 MILLION EUROS AND RESULTS OF THE CONCURRENT REPURCHASE OF THE OCEANES DUE 2020 ISSUED IN JUNE 2014

Paris, 10 May 2016

Final terms of the bonds convertible into new shares and/or exchangeable for existing shares due Januar y 1, 2023 (t he "2016 O CE AN Es")

Nexity (the "Company" or "Nexity") has successfully completed today an issuance of 2016 OCEANEs, for a nominal amount of 269,999,943.80 euros. Given the strong subscription rate, the Company decided to increase the size of the issuance initially contemplated (i.e approximately 225 million euros) up to 269,999,943.80 euros.

The net proceeds of the issuance will be used to finance the repurchase of the 2014 OCEANEs under the terms described below and to address the general financing needs of the Company.

The nominal value per 2016 OCEANE is equal to 64.30 euros and represents a premium of 35% over Nexity's reference share price1on the regulated market of Euronext in Paris ("Euronext Paris").

The 2016 OCEANEs will entitle their holders to receive new and/or existing Nexity shares at a ratio of one share per 2016 OCEANE, subject to subsequent adjustments.

The 2016 OCEANEs will bear interest at an annual nominal rate of 0.125%, payable semi-annually in arrears on January 1 and July 1 of each year (or on the following business day if such date is not a business day) and for the first time on January 1, 2017 on a pro rata temporis basis (or on the following business day if such date is not a business day).

The 2016 OCEANEs will be issued at par on 13 May 2016, the expected settlement and delivery date of the 2016 OCEANEs, and redeemed at par on January 1, 2023 (or on the following business day if such

1 The reference share price will be equal to the volume-weighted average trading price of Nexity's share on Euronext Paris on 10 May 2016.

date is not a business day). The 2016 OCEANEs may be redeemed prior to maturity at the option of Nexity, under certain conditions. In particular, the 2016 OCEANEs may be redeemed early at Nexity's option as from January 15, 2021 if the arithmetic average of the product of Nexity's opening quoted share price on Euronext Paris and the prevailing conversion ratio (over a 20-trading day period) exceeds 130% of the nominal value of the 2016 OCEANEs.

Given the issuance of 4,199,066 2016 OCEANEs with a nominal value of 64.30 euros per 2016 OCEANE and the coming repurchase of 95.9% of the number of 2014 OCEANEs initially issued, the additional potential dilution would be zero if the Company decided to deliver only new shares. For information purposes, in the event of a repurchase of all the 2014 OCEANEs initially issued, the potential dilution would be reduced from 8.0% of the share capital of the Company prior to the transaction to 7.7% of the share capital of the Company after completion of the transaction, if the Company decided to deliver only new shares.

In the context of the 2016 OCEANEs issuance, the Company has agreed to a lock-up undertaking for a period starting from the determination of the final terms of the 2016 OCEANEs and ending 90 calendar days after the settlement and delivery date of the 2016 OCEANEs, subject to certain exceptions.

An application for the listing of the 2016 OCEANEs on the Open Market (Marché Libre) of Euronext Paris will be made. Such listing is expected on 13 May 2016.

The 2016 OCEANEs, which will be issued as per the 30th resolution of the 2015 annual general meeting, have been offered only by way of a private placement in France and outside France excluding the United States of America, Canada, Australia and Japan. The offering of the 2016 OCEANEs is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (the "AMF"). Detailed information on Nexity, including its business, results, prospects and related risk factors are described in the Company's reference document filed with the AMF on 13 April 2016 under the number D.16-0325, which is available together with other regulated information and all press releases of the Company, on Nexity's website (www.nexity.fr).

The offering has been managed by Société Générale Corporate & Investment Banking acting as sole Global Coordinator and Joint-Bookrunner, and by Crédit Agricole Corporate and Investment Bank and J.P. Morgan acting as Joint-Bookrunners.

Repurchase of the bonds convertible into new shares and/or exchangeable for existing shares due Januar y 1, 2020 (t he "2014 O CE AN Es") (I SI N code: FR0011983105)

Concurrently to the launch of the issuance of 2016 OCEANEs, Nexity has collected today, via the Joint- Bookrunners, through a reverse bookbuilding process (the "Repurchase of Reference"), indications of interest to tender 95.9% of the number of 2014 OCEANEs initially issued.

In order to ensure that all 2014 OCEANEs holders who did not tender their 2014 OCEANEs pursuant to the Repurchase of Reference are treated equally, the Company will launch a repurchase offer centralized by CACEIS Corporate Trust (the "Centralized Repurchase Procedure"). Holders of 2014 OCEANEs willing to participate in the Centralized Repurchase Procedure will have to contact their financial intermediary. The Company will repurchase 2014 OCEANEs through the Centralized Repurchase Procedure during 5 trading days from 11 May (inclusive) to 17 May 2016 (inclusive).

The repurchase price for the Repurchase of Reference and the Centralized Repurchase Procedure is equal to 55.83 euros per 2014 OCEANE (including accrued interest).

The settlement and delivery of the 2014 OCEANEs repurchased by the Company through the Repurchase of Reference and the Centralized Repurchase Procedure will occur respectively on 17 May 2016 and 19 May 2016, subject to the condition precedent of the settlement and delivery of the 2016 OCEANEs on 13 May 2016.

The 2014 OCEANEs repurchased by the Company will be cancelled in accordance with their terms and conditions and in accordance with the law.

Upon completion of the repurchase offers described above, the Company will announce the total number of 2014 OCEANEs repurchased.

The Company reserves the right to repurchase further 2014 OCEANEs whether on or off market after the Centralized Repurchase Procedure.

The Company also reserves the right, after completion of the Centralized Repurchase Procedure, to exercise its right to redeem, at its option, the 2014 OCEANEs in accordance with their terms and conditions.

INDICATIVE TIMETABLE

10 May 2016

Press release from the Company announcing the launch and the indicative terms of the 2016 OCEANEs issuance and of the Repurchase of Reference

Start of the bookbuilding of the private placement and of the reverse bookbuilding End of the bookbuilding of the private placement and of the reverse bookbuilding

Determination of the final terms of the 2016 OCEANEs issuance and of the Repurchase of Reference

Press release from the Company announcing the final terms of the 2016 OCEANEs issuance and of the Repurchase of Reference

11 May 2016

Start of the Centralized Repurchase Procedure

13 May 2016

Settlement and delivery of the 2016 OCEANEs issuance

17 May 2016

Settlement and delivery of the Repurchase of Reference End of the Centralized Repurchase Procedure

18 May 2016

Press release from the Company announcing the results of the Repurchase of Reference and of the Centralized Repurchase Procedure

19 May 2016

Settlement and delivery of the Centralized Repurchase Procedure

Nexity SA published this content on 10 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 May 2016 07:17:06 UTC.

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