Atos to Sell 13.1% Stake in Worldline

Gordon B. Johnson

NOT FOR PUBLICATION, Launch OR DISTRIBUTION, Instantly OR INDIRECTLY, IN Entire OR IN Section, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE Unlawful TO DO SO. This press launch is for facts uses only and does not represent an provide to […]

NOT FOR PUBLICATION, Launch OR DISTRIBUTION, Instantly OR INDIRECTLY, IN Entire OR IN Section, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE Unlawful TO DO SO.

This press launch is for facts uses only and does not represent an provide to promote or a solicitation of an provide to invest in any securities and the provide of the Worldline shares does not represent a community featuring other than to skilled buyers in any jurisdiction, which include in France. 

  • Sale of ca. 23.9m Worldline shares representing ca. 13.1% of the Worldline share money as a result of a non-public placement by way of accelerated bookbuilding featuring
  • On completion of the accelerated bookbuilding featuring and in circumstance of trade in comprehensive of the fantastic €500 million zero for each cent. exchangeable bonds owing 2024 issued by Atos (the “Bonds”) and exchangeable in Worldline shares, Atos will no longer hold any Worldline shares
  • Bpifrance Participations has committed to Atos to obtain 4 million Worldline shares in the non-public placement

 

Paris, February 3, 2020

Atos designs to promote ca. 23.9m Worldline shares, representing ca. 13.1% of the Worldline share money, as a result of a placement to skilled buyers only by way of an accelerated bookbuilding featuring (the “Placement”).

With this transaction, Atos designs to completely dispose of its ca. 13.1% stake in Worldline that is not underlying the Bonds. On completion of the Placement, Atos would hold ca. 7.0m Worldline shares representing ca. 3.eight% of the Worldline share money, which are underlying the Bonds. In circumstance of trade in comprehensive of the Bonds, Atos would no longer hold any Worldline shares and voting legal rights.

The lock-up entered into by Atos, Six Group and the Joint World Coordinators (as described beneath) in the context of the fairness placement done in November 2019 (the “Latest Lock-up”), will remain relevant, with respect to Atos, on the Worldline shares owned by Atos and underlying the Bonds.

In connection with this transaction, and subject to waiver from the Joint World Coordinators and specific exceptions, Six Group, which will remain as the major shareholder of Worldline, has agreed to prolong the Latest Lock-up to April 24, 2020 incorporated.

Bpifrance Participations has committed to Atos to obtain 4 million Worldline shares in the Placement at the value of the Placement (subject to a most value equivalent to today’s closing value). Bpifrance Participations’ purchase will be completely allotted.

Bpifrance Participations has reserved its ideal to obtain an supplemental selection of Worldline shares in the Placement at the value of the Placement, but without any confirmed allocation.

The proceeds of the Placement will be used by Atos for present personal debt reimbursement and for standard company uses.

Goldman Sachs Worldwide and J.P. Morgan Securities plc are Joint World Coordinators and Joint Bookrunners of the Placement (alongside one another the “Joint World Coordinators”).

The last phrases of the Placement are predicted to be announced on February 4, 2020 at the newest. Settlement of the Placement is predicted to acquire location on or all around February 6, 2020.

****

Contacts

Media :

Sylvie Raybaud – +33 6 95 91 96 71 – [email protected]

Investor relations:

Gilles Arditti – +33 1 73 26 00 66 – [email protected]

About Atos

Atos is a world chief in digital transformation with c. a hundred and ten,000 staff members in 73 countries and once-a-year earnings of around € 11 billion. European selection one particular in Cloud, Cybersecurity and Superior-Functionality Computing, the group supplies stop-to-stop Orchestrated Hybrid Cloud, Huge Info, Small business Programs and Electronic Workplace options. The group is the Around the world Data Technologies Associate for the Olympic & Paralympic Online games and operates beneath the makes Atos, Atos Syntel, and Unify. Atos is a SE (Societas Europaea), mentioned on the CAC40 Paris stock index.

The function of Atos is to assistance layout the upcoming of the facts technology house. Its know-how and services support the progress of know-how, training as effectively as multicultural and pluralistic ways to exploration that contribute to scientific and technological excellence. Across the entire world, the group allows its clients, staff members and collaborators, and users of societies at huge to dwell, function and produce sustainably and confidently in the facts technology house.

 

Significant discover

This press launch is for facts uses only and does not represent an provide to promote or a solicitation of an provide to invest in any securities and the provide of Worldline shares (the “Shares”) by Atos does not represent a community featuring other than to skilled buyers in any jurisdiction, which include in France.

The press launch is an ad and is not a prospectus for the uses of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

In member states of the European Economic Region and in the United Kingdom, this communication and any provide if produced subsequently is directed solely at folks who are “qualified investors” in the meaning of Post 2(e) of the Prospectus Regulation.

This communication is for distribution in the United Kingdom only to (i) expenditure gurus falling in report 19(5) of the Money Providers and Marketplaces Act 2000 (Money Advertising) Purchase 2005 (the “Purchase”) or (ii) large internet value entities and other folks to whom it may lawfully be communicated, falling in report forty nine(2)(a) to (d) of the Purchase.

The provide and sale of the securities referred to in this announcement has not been, nor will be, registered beneath the U.S. Securities Act of 1933 (the “Securities Act”) and the securities may not be made available or bought in the United States absent these registration or an relevant exemption from the registration demands of the Securities Act. There will be no community featuring of the securities in the United States in connection with this transaction.

The securities referred to in this announcement may only be bought pursuant to an out there exemption from the prospectus demands of relevant Canadian securities legislation. The securities will only be made available and bought in Canada to purchasers that qualify as “accredited investors” and additionally also qualify as “permitted clients” in the meaning of relevant Canadian securities legislation. In Canada, the securities are not currently being made available and may not be bought in the Province of Prince Edward Island, Yukon, the Northwest Territories or Nunavut.

In addition to the foregoing constraints, the launch, publication or distribution of this press launch usually may be restricted by legislation in specific jurisdictions and folks into whose possession this document or other facts referred to herein should really advise by themselves about and notice any these restriction. Any failure to comply with these constraints may represent a violation of the securities legislation of any these jurisdiction.

The facts contained in this announcement is for track record uses only and does not purport to be comprehensive or entire and no reliance may be placed by any individual for any function on the facts contained in this announcement or its precision, fairness or completeness. Any expenditure choice to invest in Shares in the Placement have to be produced exclusively on the foundation of publicly out there facts relating to Worldline. These kinds of facts is not the responsibility of Atos.

The Joint World Coordinators are acting on behalf of Atos and no one particular else in connection with the Placement and will not be liable to any other individual for providing the protections afforded to any of its clientele or for providing information in relation to the Placement.

Each and every Future Investor Need to Progress ON THE ASSUMPTION THAT IT Will have to BEAR THE Economic Risk OF AN Financial commitment IN THE SHARES. NEITHER ATOS NOR THE JOINT World COORDINATORS Would make ANY Illustration AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY Particular Investor, (II) THE Appropriate ACCOUNTING Treatment method AND Opportunity TAX Penalties OF INVESTING IN THE SHARES OR (III) THE Foreseeable future Functionality OF THE SHARES Either IN Complete Conditions OR RELATIVE TO COMPETING INVESTMENTS.

MiFID II retail buyers/gurus/suitable counterparties only – Manufacturer goal market place (MiFID II item governance) in respect of the Shares is retail buyers, suitable counterparties and skilled clientele only (all distribution channels).

Pursuant to the Fee Employing Regulation (EU) 2016/1055, this press launch may comprise within facts and has been sent to the authorized broadcaster of Atos.

This press launch contains statements that represent forward-seeking statements. By mother nature, forward-seeking statements involve regarded and unknown hazards, uncertainties and assumptions that could induce precise effects or situations to differ materially from all those expressed or implied by the forward-seeking statements. These hazards, uncertainties and assumptions could adversely affect the outcome and fiscal outcomes of the designs and situations explained herein. No get together undertakes any obligation to update or revise any forward-seeking statement contained in this press launch, no matter if as a consequence of new facts, upcoming situations or or else. Viewers should really not location any undue reliance on forward-seeking statements which converse only as of the date of this press launch. Statements contained in this press launch relating to earlier trends or situations should really not be taken as representation that these trends or situations will keep on or come about in the upcoming. The statements established out above should really be considered in connection with any subsequent prepared or oral forward-seeking statements that Atos, or folks acting on its behalf, may challenge.

The facts contained in this press launch is subject to adjust in its entirety without discover up to the settlement date. Atos, the Joint World Coordinators and their respective affiliates expressly disclaim, to fullest extent permitted by relevant legislation, any obligation or endeavor to update, critique or revise any statement contained in this press launch no matter if as a consequence of new facts, upcoming developments or or else.

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