Atos completes the sale of a 13.1% stake in Worldline

NOT FOR PUBLICATION, Launch OR DISTRIBUTION, Directly OR INDIRECTLY, IN Entire OR IN Component, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH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

This push release is for information applications only and does not constitute an present to market or a solicitation of an present to get any securities and the present of the Worldline shares does not constitute a general public featuring other than to competent buyers in any jurisdiction, which includes in France.

 

• Sale of 23.9 million Worldline shares for ca. €1.five billion symbolizing ca. thirteen.1% of the Worldline share money via a non-public placement by way of accelerated bookbuilt featuring
• In scenario of trade in complete of the excellent €500 million zero per cent. Atos bonds exchangeable into Worldline shares thanks 2024 (the “Bonds”), Atos will no extended maintain any Worldline shares

 

Paris, February 4, 2020

Atos has concluded the sale of ca. 23.9 million Worldline shares, for ca. 1.5 billion euros, via a placement to competent buyers by way of an accelerated bookbuilt featuring (the “Placement”).

The sale rate of the Placement determined in the accelerated bookbuilt featuring to institutional buyers was established at €61.fifty per Worldline share, with settlement envisioned to occur on or around February six, 2020.

By way of this Placement, Atos pursues the reduction of its shareholding in Worldline, initiated in 2014 and continued for the duration of the year 2019. The Placement is a even more milestone in the development of two pure perform international leaders in their respective industries. The transaction will also even more lead to the enhanced liquidity of the Worldline stock.

The romance among the two teams will stay strong with the present and unchanged industrial and commercial partnership developed via the Atos-Worldline Alliance declared in January 2019.

Pursuing the achievement of the Placement, Atos holds ca. 7. million Worldline shares, symbolizing ca. 3.8% of the Worldline share money, which are fundamental the Bonds.

Atos reiterates that it approves and supports Worldline’s proposed mix with Ingenico. It will vote in favor of the resolutions essential for the implementation of the transaction at the Worldline’s Shareholders’ Meeting, with all the Worldline shares it will maintain at that time.

The lock-up entered into by Atos, 6 Team and Goldman Sachs Worldwide and J.P. Morgan Securities plc in the context of the equity placement concluded in November 2019 (the “Current Lock-up”), will stay applicable, with respect to Atos, on the Worldline shares owned by Atos and fundamental the Bonds.

In link with this transaction, and topic to waiver from Goldman Sachs Worldwide and J.P. Morgan Securities plc and particular exceptions, 6 Team, which will stay as the biggest shareholder of Worldline, has agreed to extend the Current Lock-up to April 24, 2020 integrated.

Bpifrance Participations has acquired 4. million Worldline shares in the Placement, symbolizing c. 2.2% of Worldline’s share money.

Atos plans to use the proceeds of the Placement to repay present financial debt and for normal corporate applications.

Goldman Sachs Worldwide, J.P. Morgan Securities plc and Deutsche Bank Aktiengesellschaft acted as Joint International Coordinators and Joint Bookrunners of the Placement (jointly the “Joint International Coordinators”).

Rothschild & Co. is performing as money advisor to Atos in relation to the Placement.

Goldman Sachs Worldwide, J.P. Morgan Securities plc, Deutsche Bank Aktiengesellschaft, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Commerzbank, HSBC, Morgan Stanley & Co Worldwide plc, Natixis and Société Générale acted as Joint Bookrunners on the Placement.

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Contacts

Media:

Sylvie Raybaud – +33 six ninety five 91 96 71 – [email protected]

Trader relations:

Gilles Arditti – +33 1 seventy three 26 00 sixty six – [email protected]

About Atos

Atos is a international leader in digital transformation with c. a hundred and ten,000 workers in seventy three countries and once-a-year income of above € 11 billion. European quantity a single in Cloud, Cybersecurity and Superior-Functionality Computing, the team delivers finish-to-finish Orchestrated Hybrid Cloud, Major Knowledge, Company Programs and Electronic Place of work options. The team is the Around the world Information and facts Technological know-how Associate for the Olympic & Paralympic Online games and operates less than the manufacturers Atos, Atos Syntel, and Unify. Atos is a SE (Societas Europaea), shown on the CAC40 Paris stock index.

The function of Atos is to support style and design the long run of the information technology area. Its abilities and providers support the enhancement of understanding, education as effectively as multicultural and pluralistic approaches to study that lead to scientific and technological excellence. Throughout the planet, the team allows its consumers, workers and collaborators, and users of societies at big to stay, perform and build sustainably and confidently in the information technology area.

Significant discover

This push release is for information applications only and does not constitute an present to market or a solicitation of an present to get any securities and the present of Worldline shares (the “Shares”) by Atos does not constitute a general public featuring in any jurisdiction, which includes in France.

The push release is an ad and is not a prospectus for the applications of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

In member states of the European Financial Space and in the United Kingdom, this conversation and any present if made subsequently is directed exclusively at people who are “qualified investors” inside the which means of Posting 2(e) of the Prospectus Regulation.

This conversation is for distribution in the United Kingdom only to (i) financial investment specialists falling inside article 19(five) of the Fiscal Products and services and Marketplaces Act 2000 (Fiscal Advertising) Order 2005 (the “Order”) or (ii) large internet truly worth entities and other people to whom it may perhaps lawfully be communicated, falling inside article forty nine(2)(a) to (d) of the Order (all these types of people jointly staying referred to as “relevant persons”).

The present and sale of the securities referred to in this announcement has not been, nor will be, registered less than the U.S. Securities Act of 1933 (the “Securities Act”) and the securities may perhaps not be supplied or sold in the United States absent these types of registration or an applicable exemption from the registration necessities of the Securities Act. There will be no general public featuring of the securities in the United
States in link with this transaction.

The securities referred to in this announcement may perhaps only be sold pursuant to an obtainable exemption from the prospectus necessities of applicable Canadian securities rules. The securities will only be supplied and sold in Canada to purchasers that qualify as “accredited investors” and additionally also qualify as “permitted clients” inside the which means of applicable Canadian securities rules. In Canada, the securities are not staying supplied and may perhaps not be sold in the Province of Prince Edward Island, Yukon, the Northwest Territories or Nunavut.

In addition to the foregoing limits, the release, publication or distribution of this push release typically may perhaps be restricted by legislation in particular jurisdictions and people into whose possession this document or other information referred to herein ought to tell themselves about and notice any these types of restriction. Any failure to comply with these limits may perhaps constitute a violation of the securities rules of any these types of jurisdiction.

The information contained in this announcement is for history applications only and does not purport to be complete or complete and no reliance may perhaps be positioned by any human being for any function on the information contained in this announcement or its accuracy, fairness or completeness. Any financial investment final decision to get Shares in the Placement have to be made entirely on the foundation of publicly obtainable information about Worldline. This sort of information is not the obligation of Atos.

The Joint International Coordinators are performing on behalf of Atos and no a single else in link with the Placement and will not be liable to any other human being for giving the protections afforded to any of its shoppers or for giving guidance in relation to the Placement.

Each Future Trader Must Carry on ON THE ASSUMPTION THAT IT Have to BEAR THE Financial Possibility OF AN Expenditure IN THE SHARES. NEITHER ATOS NOR THE JOINT International COORDINATORS Will make ANY Representation AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY Unique Trader, (II) THE Correct ACCOUNTING Procedure AND Likely TAX Consequences OF INVESTING IN THE SHARES OR (III) THE Foreseeable future Functionality OF THE SHARES Both IN Absolute Phrases OR RELATIVE TO COMPETING INVESTMENTS.

MiFID II retail buyers/specialists/qualified counterparties only – Manufacturer focus on industry (MiFID II merchandise governance) in respect of Shares is retail buyers, qualified counterparties and professional shoppers only (all distribution channels).

Pursuant to the fee utilizing Regulation (EU) 2016/1055, this push release may perhaps comprise within information and has been despatched to the approved broadcaster of Atos.

This push release is made up of statements that constitute forward-wanting statements. By character, forward-wanting statements entail regarded and mysterious risks, uncertainties and assumptions that could cause precise effects or functions to vary materially from those people expressed or implied by the forward-wanting statements. These risks, uncertainties and assumptions could adversely have an impact on the outcome and money penalties of the plans and functions explained herein. No occasion undertakes any obligation to update or revise any forward-wanting assertion contained in this push release, irrespective of whether as a result of new information, long run functions or in any other case. Visitors ought to not area any undue reliance on forward-wanting statements which communicate only as of the date of this push release. Statements contained in this push release about earlier developments or functions ought to not be taken as representation that these types of developments or functions will continue on or occur in the long run. The statements established out higher than ought to be thought of in link with any subsequent written or oral forward-wanting statements that Atos, or people performing on its behalf, may perhaps difficulty.

The information contained in this push release is topic to improve in its entirety devoid of discover up to the settlement date. Atos, the Joint International Coordinators, Atos’ money advisor and their respective affiliate marketers expressly disclaim, to fullest extent permitted by applicable legislation, any obligation or enterprise to update, review or revise any assertion contained in this push release irrespective of whether as a result of new information, long run developments or in any other case.