Pargesa : GBL Verwaltung SA gibt die endgültigen Ergebnisse des teilweisen Rückkaufs seiner Umtauschanleihen auf Aktien der ENGIE SA bekannt

communiqué (F)

PRESS RELEASE NO. 7/2016

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Geneva, 10 May 2016

GBL Verwaltung SA announces the final results of the partial repurchase of the bonds exchangeable into ENGIE SA shares

Pargesa Holding SA confirms that Groupe Bruxelles Lambert, Brussels, Belgium ("GBL") and its wholly- owned subsidiary GBL Verwaltung SA, Strassen, Luxembourg (the "Purchaser"), have announced today the final results of the invitation to the holders of the bonds exchangeable into existing ordinary ENGIE SA shares due 7 February 2017 issued by GBL Verwaltung SA (the "Bonds"), to tender their Bonds for purchase by the issuer pursuant to a tender offer procedure by means of a competitive bid ("Modified Dutch auction") (the "Invitation").

The Invitation was initially launched for a maximum overall amount of EUR 300'000'000 in aggregate principal amount of the Bonds. GBL Verwaltung SA has decided, in its sole discretion, to increase such amount in accordance with the terms of the Invitation and to accept for purchase Bonds validly tendered in the aggregate principal amount of EUR 458'300'000.

The purchase price has been set at EUR 101'250 per EUR 100'000 in principal amount of the Bonds.

At closing of the Invitation, GBL Verwaltung SA received from bondholders valid indications to tender their Bonds at offer prices at or below the purchase price for Bonds representing an aggregate nominal amount of EUR 458'300'000.

Settlement of the repurchase is expected to take place on 17 May 2016 and will include accrued interest in amount of EUR 341.53 per 100'000 in principal amount of the Bonds, in addition to the purchase price.

Bonds purchased by GBL Verwaltung SA pursuant to the Invitation will be cancelled whereas the remaining Bonds will remain outstanding and subject to their terms and conditions.

Pargesa Holding SA holds 50.0% of the capital and 51.9%1) of the voting rights of GBL.

1) Taking into account the suspended voting rights relating to GBL's treasury shares.

DISCLAIMER

If any Bondholder is in any doubt as to the content or the impact of the Invitation, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

None of the Purchaser or the Joint Dealer Managers (being BNP Paribas Fortis SA/NV, UBS Limited and Deutsche Bank AG, London Branch) is providing Bondholders with any legal, business, tax or other advice in this press release or in respect of the Invitation. Bondholders should consult with their own advisers as needed to assist them.

Each Bondholder is solely responsible for making its own independent appraisal of all matters as such Bondholder deems appropriate (including those relating to the Invitation). None of the Joint Dealer Managers or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this press release or the Invitation.

Each of the Joint Dealer Managers are acting on behalf of the Purchaser and GBL and no one else in connection with the Invitation and will not be responsible to any other person for providing the protections afforded to clients of the Joint Dealer Managers, or for providing advice in connection with the Invitation.

No person has been authorised to give any information or to make any representation other than those contained in this press release in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by the Purchaser, GBL or the Joint Dealer Managers. Neither the delivery of this press release nor any purchase of Bonds pursuant to the Invitation shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Purchaser since the date of this press release or that the information contained in this press release is correct as of any time subsequent to the date of this press release.

Subject to applicable laws, the Purchaser, GBL and their affiliates may at any time and from time to time, following completion of the Invitation, purchase remaining outstanding Bonds by tender, in the open market or by private agreement, or redeem the Bonds by exercising the call option under the terms and conditions of the Bonds, in each case, on such terms and at such prices as the Purchaser, GBL or their affiliates, as the case may be, may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Invitation.

DISTRIBUTION RESTRICTIONS

This press release does not constitute an invitation to participate in the Invitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.

This press release has not been filed with, or reviewed by, any national or local securities commission or regulatory authority of the United States, the United Kingdom, Italy, France and Belgium or any other jurisdiction, nor has any such commission or authority passed upon the accuracy or adequacy of this press release. Any representation to the contrary may be unlawful and may be a criminal offence.