SPIE Announces Pricing of Offering of €375 Million 11% Senior Notes due 2019

CERGY, France, March 29, 2012 /PRNewswire/ --

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN ORANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

SPIE today announces that its indirect parent company, SPIE BondCo 3 S.C.A., has priced its offering of €375 million 11% Senior Notes due 2019.  The issuance of the notes and the closing of the offering is scheduled to take place on April 4, 2012.  The notes will be guaranteed by certain subsidiaries of SPIE BondCo 3 S.C.A.

As previously announced, the proceeds of the offering of the notes, together with cash on hand, will be used to repay all amounts outstanding on a bridge loan facility used to finance the acquisition of Financière SPIE by investment funds managed by Clayton, Dubilier & Rice LLC, investment funds managed or advised by AXA Private Equity, Caisse de dépôt et placement du Québec, and members of management.  The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended.

About SPIE

SPIE is an independent multi-technical service provider, delivering solutions with a high technical content to a diverse range of customers in the industrial, commercial and infrastructure sectors, together with public authorities in Europe and selected other countries.  SPIE is the leading independent technical services provider in France and the second largest in Europe, in each case, in terms of sales.  SPIE provides its services to its customers through the following five operating segments: it delivers multi-technical regional services (MRS) through its MRS-France and MRS-Rest of Europe operating segments, and it has three specialty segments, Oil & Gas, Nuclear and Communications, through which it delivers specialized service solutions.

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IMPORTANT NOTICE

No communication and no information in respect of the offering by Spie BondCo 3 S.C.A. of the notes may be distributed to the public in any jurisdiction where a registration or approval is required.  No steps have been or will be taken in any jurisdiction where such steps would be required.  The offering or subscription of the notes may be subject to specific legal or regulatory restrictions in certain jurisdictions.  Spie BondCo 3 S.C.A. takes no responsibility for any violation of any such restrictions by any person.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as amended and as implemented respectively in each member State of the European Economic Area (the "Prospectus Directive").

This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer in any jurisdiction.

The offer and sale of the notes in France will be carried out in accordance with article L. 411-2 of the French Monetary and Financial Code and the other applicable laws and regulations relating to qualified investors.  There will be no public offering in France.

The distribution of this press release is not made, and has not been approved, by an "authorised person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000.  As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").  The notes are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire notes may be proposed or made other than with Relevant Persons.  Any person other than a Relevant Person may not act or rely on this document or any provision thereof.  This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

This press release does not constitute a prospectus or an offer to sell or the solicitation of an offer to purchase any of the notes or the guarantees or any other securities in the United States or America or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). None of the notes or guarantees has been or will be registered under the Securities Act, or the securities laws of any state. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer making the offer and its management and financial statements. No public offering of the Notes will be made in the United States. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.

No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

The distribution of this document in certain countries may constitute a breach of applicable law.  The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.