Atos completes the sale of a 13.1% stake in Worldline

NOT FOR PUBLICATION, Launch OR DISTRIBUTION, Straight OR INDIRECTLY, IN Complete OR IN Aspect, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH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

This press release is for details functions only and does not represent an give to provide or a solicitation of an give to acquire any securities and the give of the Worldline shares does not represent a community presenting other than to experienced traders in any jurisdiction, including in France.

 

  • Sale of 23.9 million Worldline shares for ca. €1.5 billion representing ca. 13.1% of the Worldline share funds by means of a private placement by way of accelerated bookbuilt presenting
  • In circumstance of trade in entire of the outstanding €500 million zero for every cent. Atos bonds exchangeable into Worldline shares owing 2024 (the “Bonds”), Atos will no lengthier keep any Worldline shares

 

Paris, February four, 2020

Atos has accomplished the sale of ca. 23.9 million Worldline shares, for ca. 1.5 billion euros, by means of a placement to experienced traders by way of an accelerated bookbuilt presenting (the “Placement”).

The sale price tag of the Placement established in the accelerated bookbuilt presenting to institutional traders was set at €61.fifty for every Worldline share, with settlement predicted to take place on or close to February six, 2020.

By this Placement, Atos pursues the reduction of its shareholding in Worldline, initiated in 2014 and continued throughout the calendar year 2019. The Placement is a even further milestone in the generation of two pure engage in world wide leaders in their respective industries. The transaction will also even further add to the increased liquidity of the Worldline inventory.

The relationship involving the two groups will stay strong with the current and unchanged industrial and professional partnership developed by means of the Atos-Worldline Alliance introduced in January 2019.

Subsequent the accomplishment of the Placement, Atos holds ca. seven. million Worldline shares, representing ca. 3.8% of the Worldline share funds, which are underlying the Bonds.

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

The lock-up entered into by Atos, 6 Group and Goldman Sachs Intercontinental and J.P. Morgan Securities plc in the context of the fairness placement accomplished in November 2019 (the “Recent 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 matter to waiver from Goldman Sachs Intercontinental and J.P. Morgan Securities plc and specific exceptions, 6 Group, which will stay as the major shareholder of Worldline, has agreed to prolong the Recent Lock-up to April 24, 2020 included.

Bpifrance Participations has procured four. million Worldline shares in the Placement, representing c. 2.2% of Worldline’s share funds.

Atos plans to use the proceeds of the Placement to repay current financial debt and for general corporate functions.

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

Rothschild & Co. is acting as money 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.

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Contacts

Media:

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

Investor relations:

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

About Atos

Atos is a world wide chief in digital transformation with c. 110,000 staff members in seventy three countries and yearly profits of about € 11 billion. European variety one particular in Cloud, Cybersecurity and Superior-Performance Computing, the team delivers conclude-to-conclude Orchestrated Hybrid Cloud, Major Data, Business Apps and Electronic Place of work options. The team is the Globally Facts Technologies Spouse for the Olympic & Paralympic Games and operates beneath the makes Atos, Atos Syntel, and Unify. Atos is a SE (Societas Europaea), mentioned on the CAC40 Paris inventory index.

The goal of Atos is to enable structure the foreseeable future of the details engineering space. Its abilities and companies aid the development of expertise, instruction as nicely as multicultural and pluralistic approaches to research that add to scientific and technological excellence. Across the entire world, the team allows its consumers, staff members and collaborators, and customers of societies at significant to dwell, function and establish sustainably and confidently in the details engineering space.

Essential observe

This press release is for details functions only and does not represent an give to provide or a solicitation of an give to acquire any securities and the give of Worldline shares (the “Shares”) by Atos does not represent a community presenting in any jurisdiction, including in France.

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

In member states of the European Economic Area and in the United Kingdom, this conversation and any give if made subsequently is directed solely at people who are “qualified investors” in just the meaning of Report 2(e) of the Prospectus Regulation.

This conversation is for distribution in the United Kingdom only to (i) investment industry experts slipping in just posting 19(5) of the Financial Services and Markets Act 2000 (Economical Marketing) Buy 2005 (the “Buy”) or (ii) substantial web well worth entities and other people to whom it may perhaps lawfully be communicated, slipping in just posting 49(2)(a) to (d) of the Buy (all these types of people jointly currently being referred to as “relevant persons”).

The give 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 perhaps not be available or offered in the United States absent these types of registration or an relevant exemption from the registration prerequisites of the Securities Act. There will be no community presenting of the securities in the United States in relationship with this transaction.

The securities referred to in this announcement may perhaps only be offered pursuant to an out there exemption from the prospectus prerequisites of relevant Canadian securities legislation. The securities will only be available and offered in Canada to purchasers that qualify as “accredited investors” and on top of that also qualify as “permitted clients” in just the meaning of relevant Canadian securities legislation. In Canada, the securities are not currently being available and may perhaps not be offered 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 press release typically may perhaps be limited by legislation in specific jurisdictions and people into whose possession this document or other details referred to herein should advise themselves about and observe any these types of restriction. Any failure to comply with these limits may perhaps represent a violation of the securities legislation of any these types of jurisdiction.

The details contained in this announcement is for qualifications functions only and does not purport to be entire or entire and no reliance may perhaps be put by any person for any goal on the details contained in this announcement or its precision, fairness or completeness. Any investment determination to acquire Shares in the Placement should be made solely on the basis of publicly out there details about Worldline. Such details is not the responsibility of Atos.

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

Every single Possible Investor Should really Progress ON THE ASSUMPTION THAT IT Must BEAR THE Economic Hazard OF AN Expenditure IN THE SHARES. NEITHER ATOS NOR THE JOINT International COORDINATORS Would make ANY Illustration AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY Specific Investor, (II) THE Ideal ACCOUNTING Procedure AND Potential TAX Penalties OF INVESTING IN THE SHARES OR (III) THE Potential Performance OF THE SHARES Both IN Complete Terms OR RELATIVE TO COMPETING INVESTMENTS.

MiFID II retail traders/industry experts/qualified counterparties only – Company target sector (MiFID II product or service governance) in respect of Shares is retail traders, qualified counterparties and experienced shoppers only (all distribution channels).

Pursuant to the commission utilizing Regulation (EU) 2016/1055, this press release may perhaps contain inside of details and has been sent to the licensed broadcaster of Atos.

This press release incorporates statements that represent ahead-looking statements. By mother nature, ahead-looking statements include acknowledged and unknown hazards, uncertainties and assumptions that could result in true success or functions to differ materially from all those expressed or implied by the ahead-looking statements. These hazards, uncertainties and assumptions could adversely have an affect on the result and money consequences of the plans and functions described herein. No occasion undertakes any obligation to update or revise any ahead-looking assertion contained in this press release, no matter if as a end result of new details, foreseeable future functions or in any other case. Readers should not area any undue reliance on ahead-looking statements which discuss only as of the day of this press release. Statements contained in this press release about earlier traits or functions should not be taken as representation that these types of traits or functions will continue on or take place in the foreseeable future. The statements set out earlier mentioned should be thought of in relationship with any subsequent created or oral ahead-looking statements that Atos, or people acting on its behalf, may perhaps situation.

The details contained in this press release is matter to alter in its entirety without the need of observe up to the settlement day. Atos, the Joint International Coordinators, Atos’ money advisor and their respective affiliates expressly disclaim, to fullest extent permitted by relevant legislation, any obligation or endeavor to update, review or revise any assertion contained in this press release no matter if as a end result of new details, foreseeable future developments or in any other case.

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