Atos to Sell 13.1% Stake in Worldline

NOT FOR PUBLICATION, Release OR DISTRIBUTION, Instantly OR INDIRECTLY, IN Full OR IN Part, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE Illegal TO DO SO.

This press launch is for information and facts applications only and does not represent an offer to market or a solicitation of an offer to invest in any securities and the offer of the Worldline shares does not represent a public presenting other than to capable investors in any jurisdiction, together with in France. 

• Sale of ca. 23.9m Worldline shares symbolizing ca. thirteen.1% of the Worldline share money via a private placement by way of accelerated bookbuilding presenting
• Upon completion of the accelerated bookbuilding presenting and in situation of exchange in entire of the outstanding €500 million zero for each cent. exchangeable bonds owing 2024 issued by Atos (the “Bonds”) and exchangeable in Worldline shares, Atos will no for a longer time keep any Worldline shares
• Bpifrance Participations has dedicated to Atos to buy four million Worldline shares in the private placement

 

Paris, February three, 2020

Atos designs to market ca. 23.9m Worldline shares, symbolizing ca. thirteen.1% of the Worldline share money, via a placement to capable investors only by way of an accelerated bookbuilding presenting (the “Placement”).

With this transaction, Atos designs to fully dispose of its ca. thirteen.1% stake in Worldline that is not fundamental the Bonds. Upon completion of the Placement, Atos would keep ca. 7.0m Worldline shares symbolizing ca. three.eight% of the Worldline share money, which are fundamental the Bonds. In situation of exchange in entire of the Bonds, Atos would no for a longer time keep any Worldline shares and voting legal rights.

The lock-up entered into by Atos, Six Group and the Joint International Coordinators (as outlined under) in the context of the equity placement finished in November 2019 (the “Existing Lock-up”), will continue to be relevant, with regard to Atos, on the Worldline shares owned by Atos and fundamental the Bonds.

In relationship with this transaction, and issue to waiver from the Joint International Coordinators and specified exceptions, Six Group, which will continue to be as the greatest shareholder of Worldline, has agreed to extend the Existing Lock-up to April 24, 2020 involved.

Bpifrance Participations has dedicated to Atos to buy four million Worldline shares in the Placement at the price of the Placement (issue to a greatest price equivalent to today’s closing price). Bpifrance Participations’ order will be fully allotted.

Bpifrance Participations has reserved its proper to buy an more range of Worldline shares in the Placement at the price of the Placement, but with out any assured allocation.

The proceeds of the Placement will be applied by Atos for existing personal debt reimbursement and for standard corporate applications.

Goldman Sachs International and J.P. Morgan Securities plc are Joint International Coordinators and Joint Bookrunners of the Placement (jointly the “Joint International Coordinators”).

The remaining phrases of the Placement are anticipated to be announced on February four, 2020 at the hottest. Settlement of the Placement is anticipated to acquire put on or close to February 6, 2020.

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Contacts

Media :

Sylvie Raybaud – +33 6 ninety five ninety one ninety six 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 personnel in seventy three countries and yearly earnings of about € 11 billion. European range a single in Cloud, Cybersecurity and Higher-General performance Computing, the group gives close-to-close Orchestrated Hybrid Cloud, Large Knowledge, Business enterprise Apps and Electronic Place of work answers. The group is the Around the world Information Technology Companion for the Olympic & Paralympic Game titles and operates beneath the makes Atos, Atos Syntel, and Unify. Atos is a SE (Societas Europaea), outlined on the CAC40 Paris stock index.

The purpose of Atos is to help style and design the long term of the information and facts technological know-how room. Its experience and solutions assistance the development of knowledge, training as perfectly as multicultural and pluralistic strategies to study that add to scientific and technological excellence. Across the earth, the group enables its consumers, personnel and collaborators, and members of societies at large to live, work and produce sustainably and confidently in the information and facts technological know-how room.

 

Essential recognize

This press launch is for information and facts applications only and does not represent an offer to market or a solicitation of an offer to invest in any securities and the offer of Worldline shares (the “Shares”) by Atos does not represent a public presenting other than to capable investors in any jurisdiction, together with in France.

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

In member states of the European Economic Space and in the United Kingdom, this conversation and any offer if manufactured subsequently is directed completely at persons who are “qualified investors” within just the this means of Posting two(e) of the Prospectus Regulation.

This conversation is for distribution in the United Kingdom only to (i) investment decision professionals falling within just write-up 19(five) of the Economical Companies and Marketplaces Act 2000 (Economical Marketing) Purchase 2005 (the “Purchase”) or (ii) high net value entities and other persons to whom it could lawfully be communicated, falling within just write-up 49(two)(a) to (d) of the Purchase.

The offer 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 could not be made available or sold in the United States absent these registration or an relevant exemption from the registration necessities of the Securities Act. There will be no public presenting of the securities in the United States in relationship with this transaction.

The securities referred to in this announcement could only be sold pursuant to an out there exemption from the prospectus necessities of relevant Canadian securities rules. The securities will only be made available and sold in Canada to purchasers that qualify as “accredited investors” and moreover also qualify as “permitted clients” within just the this means of relevant Canadian securities rul
es. In Canada, the securities are not being made available and could not be sold 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 press launch generally could be restricted by regulation in specified jurisdictions and persons into whose possession this document or other information and facts referred to herein must inform themselves about and observe any these restriction. Any failure to comply with these limits could represent a violation of the securities rules of any these jurisdiction.

The information and facts contained in this announcement is for track record applications only and does not purport to be entire or entire and no reliance could be put by any particular person for any purpose on the information and facts contained in this announcement or its accuracy, fairness or completeness. Any investment decision determination to invest in Shares in the Placement will have to be manufactured only on the basis of publicly out there information and facts about Worldline. These kinds of information and facts is not the accountability of Atos.

The Joint International Coordinators are acting on behalf of Atos and no a single else in relationship with the Placement and will not be liable to any other particular person for furnishing the protections afforded to any of its clients or for furnishing guidance in relation to the Placement.

Just about every Prospective Trader Should Proceed ON THE ASSUMPTION THAT IT Must BEAR THE Economic Possibility OF AN Expense IN THE SHARES. NEITHER ATOS NOR THE JOINT International COORDINATORS Makes ANY Representation AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY Particular Trader, (II) THE Proper ACCOUNTING Treatment AND Probable TAX Implications OF INVESTING IN THE SHARES OR (III) THE Foreseeable future General performance OF THE SHARES Both IN Absolute Terms OR RELATIVE TO COMPETING INVESTMENTS.

MiFID II retail investors/professionals/qualified counterparties only – Maker focus on market (MiFID II solution governance) in regard of the Shares is retail investors, qualified counterparties and skilled clients only (all distribution channels).

Pursuant to the Fee Utilizing Regulation (EU) 2016/1055, this press launch could contain inside information and facts and has been sent to the licensed broadcaster of Atos.

This press launch includes statements that represent ahead-on the lookout statements. By character, ahead-on the lookout statements entail recognized and unidentified risks, uncertainties and assumptions that could bring about real effects or gatherings to differ materially from these expressed or implied by the ahead-on the lookout statements. These risks, uncertainties and assumptions could adversely have an impact on the outcome and economical consequences of the designs and gatherings described herein. No get together undertakes any obligation to update or revise any ahead-on the lookout assertion contained in this press launch, irrespective of whether as a consequence of new information and facts, long term gatherings or or else. Visitors must not put any undue reliance on ahead-on the lookout statements which discuss only as of the day of this press launch. Statements contained in this press launch about earlier tendencies or gatherings must not be taken as representation that these tendencies or gatherings will keep on or manifest in the long term. The statements established out earlier mentioned must be regarded in relationship with any subsequent written or oral ahead-on the lookout statements that Atos, or persons acting on its behalf, could difficulty.

The information and facts contained in this press launch is issue to modify in its entirety with out recognize up to the settlement day. Atos, the Joint International Coordinators and their respective affiliate marketers expressly disclaim, to fullest extent permitted by relevant regulation, any obligation or undertaking to update, critique or revise any assertion contained in this press launch irrespective of whether as a consequence of new information and facts, long term developments or or else.