NOT FOR PUBLICATION, Release OR DISTRIBUTION, Specifically OR INDIRECTLY, IN Total OR IN Element, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE Unlawful TO DO SO.
This push launch is for information and facts reasons only and does not represent an offer you to sell or a solicitation of an offer you to get any securities and the offer you of the Worldline shares does not represent a community providing other than to experienced buyers in any jurisdiction, such as in France.
- Sale of 23.9 million Worldline shares for ca. €1.five billion representing ca. thirteen.one% of the Worldline share cash through a non-public placement by way of accelerated bookbuilt providing
- In scenario of exchange in comprehensive of the outstanding €500 million zero per cent. Atos bonds exchangeable into Worldline shares thanks 2024 (the “Bonds”), Atos will no longer hold any Worldline shares
Paris, February 4, 2020
Atos has done the sale of ca. 23.9 million Worldline shares, for ca. 1.5 billion euros, through a placement to experienced buyers by way of an accelerated bookbuilt providing (the “Placement”).
The sale selling price of the Placement determined in the accelerated bookbuilt providing to institutional buyers was established at €61.50 per Worldline share, with settlement predicted to arise on or about February six, 2020.
Through this Placement, Atos pursues the reduction of its shareholding in Worldline, initiated in 2014 and continued in the course of the calendar year 2019. The Placement is a additional milestone in the creation of two pure enjoy international leaders in their respective industries. The transaction will also additional lead to the greater liquidity of the Worldline inventory.
The relationship between the two groups will stay robust with the existing and unchanged industrial and business partnership produced through the Atos-Worldline Alliance announced in January 2019.
Next the achievement of the Placement, Atos retains ca. seven. million Worldline shares, representing ca. 3.8% of the Worldline share cash, which are underlying the Bonds.
Atos reiterates that it approves and supports Worldline’s proposed mixture with Ingenico. It will vote in favor of the resolutions necessary for the implementation of the transaction at the Worldline’s Shareholders’ Meeting, with all the Worldline shares it will hold at that time.
The lock-up entered into by Atos, Six Team and Goldman Sachs Intercontinental and J.P. Morgan Securities plc in the context of the fairness placement done in November 2019 (the “Current Lock-up”), will stay relevant, with respect to Atos, on the Worldline shares owned by Atos and underlying the Bonds.
In relationship with this transaction, and subject to waiver from Goldman Sachs Intercontinental and J.P. Morgan Securities plc and particular exceptions, Six Team, which will stay as the greatest shareholder of Worldline, has agreed to lengthen the Current Lock-up to April 24, 2020 incorporated.
Bpifrance Participations has obtained 4. million Worldline shares in the Placement, representing c. 2.2% of Worldline’s share cash.
Atos options to use the proceeds of the Placement to repay existing debt and for general corporate reasons.
Goldman Sachs Intercontinental, J.P. Morgan Securities plc and Deutsche Lender Aktiengesellschaft acted as Joint World-wide Coordinators and Joint Bookrunners of the Placement (together the “Joint World-wide Coordinators”).
Rothschild & Co. is acting as fiscal advisor to Atos in relation to the Placement.
Goldman Sachs Intercontinental, J.P. Morgan Securities plc, Deutsche Lender Aktiengesellschaft, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Commerzbank, HSBC, Morgan Stanley & Co Intercontinental plc, Natixis and Société Générale acted as Joint Bookrunners on the Placement.
Sylvie Raybaud – +33 six ninety five ninety one 96 seventy one – [email protected]
Gilles Arditti – +33 one seventy three 26 00 66 – gilles.ardit[email protected]
Atos is a international leader in electronic transformation with c. 110,000 personnel in seventy three countries and once-a-year revenue of about € eleven billion. European number a single in Cloud, Cybersecurity and Superior-Performance Computing, the group provides end-to-end Orchestrated Hybrid Cloud, Significant Facts, Company Apps and Electronic Workplace solutions. The group is the Throughout the world Information Technology Lover for the Olympic & Paralympic Online games and operates under the models Atos, Atos Syntel, and Unify. Atos is a SE (Societas Europaea), detailed on the CAC40 Paris inventory index.
The reason of Atos is to assistance layout the long run of the information and facts technological innovation space. Its expertise and services assistance the enhancement of awareness, training as effectively as multicultural and pluralistic ways to investigate that lead to scientific and technological excellence. Across the entire world, the group allows its customers, personnel and collaborators, and associates of societies at huge to stay, work and create sustainably and confidently in the information and facts technological innovation space.
This push launch is for information and facts reasons only and does not represent an offer you to sell or a solicitation of an offer you to get any securities and the offer you of Worldline shares (the “Shares”) by Atos does not represent a community providing in any jurisdiction, such as in France.
The push launch is an ad and is not a prospectus for the reasons of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
In member states of the European Financial Space and in the United Kingdom, this interaction and any offer you if created subsequently is directed completely at people who are “qualified investors” within the meaning of Post 2(e) of the Prospectus Regulation.
This interaction is for distribution in the United Kingdom only to (i) investment pros slipping within article 19(five) of the Economical Expert services and Marketplaces Act 2000 (Economical Marketing) Purchase 2005 (the “Purchase”) or (ii) significant net value entities and other people to whom it may well lawfully be communicated, slipping within article 49(2)(a) to (d) of the Purchase (all these people together currently being referred to as “relevant persons”).
The offer you and sale of the securities referred to in this announcement has not been, nor will be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and the securities may well not be offered or offered in the United States absent these registration or an relevant exemption from the registration demands of the Securities Act. There will be no community providing of the securities in the United States in relationship with this transaction.
The securities referred to in this announcement may well only be offered pursuant to an out there exemption from the prospectus demands of relevant Canadian securities regulations. The securities will only be offered and offered in Canada to purchasers that qualify as “accredited investors” and on top of that also qualify as “permitted clients” within the meaning of relevant Canadian securities regulations. In Canada, the securities are not currently being offered and may well not be offered in the Province of Prince Edward Island, Yukon, the Northwest Territories or Nunavut.
In addition to the foregoing limits, the launch, publication or distribution of this push launch normally may well be limited by legislation in particular jurisdictions and people into whose possession this doc or other information and facts referred to herein need to inform them selves about and notice any these restriction. Any failure to comply with these limits may well represent a violation of the securities regulations of any these jurisdiction.
The information and facts contained in this announcement is for history reasons only and does not purport to be comprehensive or finish and no reliance may well be positioned by any human being for any reason on the information and facts contained in this announcement or its accuracy, fairness or completeness. Any investment determination to get Shares in the Placement need to be created only on the basis of publicly out there information and facts about Worldline. These types of information and facts is not the obligation of Atos.
The Joint World-wide Coordinators are acting on behalf of Atos and no a single else in relationship with the Placement and will not be accountable to any other human being for delivering the protections afforded to any of its customers or for delivering suggestions in relation to the Placement.
Just about every Possible Trader Should Progress ON THE ASSUMPTION THAT IT Must BEAR THE Financial Chance OF AN Financial investment IN THE SHARES. NEITHER ATOS NOR THE JOINT World-wide COORDINATORS Tends to make ANY Illustration AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY Unique Trader, (II) THE Correct ACCOUNTING Procedure AND Probable TAX Penalties OF INVESTING IN THE SHARES OR (III) THE Potential Performance OF THE SHARES Both IN Absolute Conditions OR RELATIVE TO COMPETING INVESTMENTS.
MiFID II retail buyers/pros/suitable counterparties only – Producer focus on marketplace (MiFID II item governance) in respect of Shares is retail buyers, suitable counterparties and expert customers only (all distribution channels).
Pursuant to the fee implementing Regulation (EU) 2016/1055, this push launch may well comprise inside of information and facts and has been sent to the licensed broadcaster of Atos.
This push launch includes statements that represent ahead-on the lookout statements. By mother nature, ahead-on the lookout statements contain regarded and mysterious dangers, uncertainties and assumptions that could result in precise effects or occasions to differ materially from those people expressed or implied by the ahead-on the lookout statements. These dangers, uncertainties and assumptions could adversely have an impact on the outcome and fiscal repercussions of the options and occasions described herein. No bash undertakes any obligation to update or revise any ahead-on the lookout assertion contained in this push launch, whether or not as a consequence of new information and facts, long run occasions or in any other case. Visitors need to not spot any undue reliance on ahead-on the lookout statements which converse only as of the day of this push launch. Statements contained in this push launch about previous trends or occasions need to not be taken as representation that these trends or occasions will continue on or arise in the long run. The statements established out earlier mentioned need to be regarded in relationship with any subsequent created or oral ahead-on the lookout statements that Atos, or people acting on its behalf, may well issue.
The information and facts contained in this push launch is subject to modify in its entirety with no notice up to the settlement day. Atos, the Joint World-wide Coordinators, Atos’ fiscal advisor and their respective affiliate marketers expressly disclaim, to fullest extent permitted by relevant legislation, any obligation or endeavor to update, critique or revise any assertion contained in this push launch whether or not as a consequence of new information and facts, long run developments or in any other case.