September 17, 2019 - Ubisoft: success of its offering of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due 2024 for eur 499,999,897 and announces the early redemption of its outstanding OCEANEs 327.62 KB

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UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE " U.S SECURITIES ACT"), UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OR EXEMPT FROM REGISTRATION. THE SECURITIES OF UBISOFT MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND UBISOFT DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES.

THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PLACEMENT TO QUALIFIED INVESTORS ONLY WHICH

INCLUDE, FOR THE PURPOSES OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES (AS DEFINED HEREAFTER). THE BONDS MAY NOT BE OFFERED OR SOLD TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN NOR WILL BE PREPARED.

UBISOFT ANNOUNCES THE SUCCESS OF ITS OFFERING OF BONDS CONVERTIBLE INTO NEW SHARES AND/OR EXCHANGEABLE FOR EXISTING SHARES ("OCEANES") DUE 2024 FOR EUR 499,999,897 AND ANNOUNCES THE EARLY REDEMPTION OF ITS OUTSTANDING c.EUR 400 MILLION OCEANES DUE 2021 ISSUED ON 27 SEPTEMBER 2016

Paris, 17 September 2019

Ubisoft Entertainment S.A. ("Ubisoft" or the "Company") (ISIN: FR0000054470) has successfully completed today the offering of bonds convertible into new shares and/or exchangeable for existing shares ("OCEANEs") due 2024 (the "Bonds") by way of a private placement to institutional investors for a nominal amount of EUR 499,999,897 (the "Offering"). Concurrently with the Offering, Ubisoft is exercising its option to redeem its outstanding c.EUR 400 million OCEANES due 2021 issued on 27 September 2016 (ISIN FR0013204286) (the "Existing Bonds") in accordance with the terms and conditions of the Existing Bonds (together with the Offering, the "Transaction").

The net proceeds of the Offering will be used for general corporate purposes, including possible future acquisitions and existing debt refinancing.

Frédérick Duguet, Chief Financial Officer of Ubisoft, said: "The success of this convertible bonds' issuance, with a conversion premium above the indicated range and at the best terms for Ubisoft, illustrates investors' confidence in Ubisoft's strategy and long-termvalue creation opportunities."

THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE

UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE " U.S SECURITIES ACT"), UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OR EXEMPT FROM REGISTRATION. THE SECURITIES OF UBISOFT MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND UBISOFT DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES.

THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PLACEMENT TO QUALIFIED INVESTORS ONLY WHICH

INCLUDE, FOR THE PURPOSES OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES (AS DEFINED HEREAFTER). THE BONDS MAY NOT BE OFFERED OR SOLD TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN NOR WILL BE PREPARED.

The Offering - New convertible bond offering

The nominal unit value of the Bonds is equal to EUR 114.63 which represents a premium of 65%, increased above the higher end of the indicated premium range, above the Company's shares volume weighted average price (the "VWAP") on the regulated market of Euronext in Paris as from the opening of trading today until the determination of the final terms of the Bonds on the same day.

The holders of Bonds will be granted a conversion/exchange right of the Bonds into new and/or existing Ubisoft shares at an initial conversion ratio of one share per Bond, subject to any potential subsequent adjustments.

The Bonds will not bear interest and will be issued at 105.25% of par on 24 September 2019, the expected settlement and delivery date of the Bonds (the "Closing Date"), and will be redeemed at par on 24 September 2024 (or on the following business day if such date is not a business day). Under certain conditions, the Bonds may be redeemed prior to maturity at the option of the Company. In particular, the Bonds may be redeemed early at the Company's option as from 24 September 2022 if the arithmetic average of the product of the Company's volume weigthed average price on Euronext Paris and the then prevailing conversion ratio (over a 20-trading day period chosen by the Company from among the 40 consecutive Trading Days immediately preceding the publication of the early redemption notice) exceeds 130% of the nominal value of the Bonds.

The Company agreed to a lock-up undertaking for a period starting from the announcement of the final terms of the Bonds and ending 90 calendar days after the Closing Date, subject to certain exceptions or to the prior agreement of certain financial institutions involved in the Offering.

An application for the listing of the Bonds on Euronext AccessTM in Paris will be made. Such listing will occur within 30 days after the Closing Date.

Considering the offering of Bonds of EUR 499,999,897, a nominal value of EUR 114.63 per Bond and before dilution related to the employee shareholding mechanisms implemented by the Company (stock options, free share plans and preferred shares) dilution would approximately represent (i) 10.35% of the outstanding share capital (assuming full conversion of the outstanding EUR 400 million Existing Bonds

THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE

UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE " U.S SECURITIES ACT"), UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OR EXEMPT FROM REGISTRATION. THE SECURITIES OF UBISOFT MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND UBISOFT DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES.

THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PLACEMENT TO QUALIFIED INVESTORS ONLY WHICH

INCLUDE, FOR THE PURPOSES OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES (AS DEFINED HEREAFTER). THE BONDS MAY NOT BE OFFERED OR SOLD TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN NOR WILL BE PREPARED.

and should the Company decide to exclusively deliver new shares upon conversion of the Bonds) and (ii) 3.87% of the outstanding share capital (assuming the early redemption in full of the Existing Bonds).

The Bonds, which will be issued as per the twenty-first resolution of the combined general meeting of the Company held on 2 July 2019, have been offered only by way of a placement to qualified investors only, conducted in accordance with Article L.411-2 II of the French Monetary and Financial Code (Code monétaire et financier), in France and outside France (excluding the United States of America, Canada, Australia and Japan). The Offering is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (the "AMF").

Redemption of the Existing Bonds

The Company will proceed on 18 October 2019, in accordance with the terms and conditions of the Existing Bonds, with the early redemption in cash at par, i.e. EUR 54.74 per Existing Bond, of all of the Existing Bonds that will be outstanding on that date.

Detailed information on Ubisoft, including its business, results, prospects and related risk factors are described in the Company's reference document filed with the AMF on 7 June 2019 under the number D.19-0547, which is available together with other regulated information and all press releases of the Company, on the Company's website (www.ubisoftgroup.com).

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities and the Offering is not an offer to the public in any jurisdiction, including France.

Contact Investor relations

Jean-Benoît Roquette

SVP Investor Relations + 33 1 48 18 52 39

[e-mail]

THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE

UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE " U.S SECURITIES ACT"), UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OR EXEMPT FROM REGISTRATION. THE SECURITIES OF UBISOFT MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND UBISOFT DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES.

THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PLACEMENT TO QUALIFIED INVESTORS ONLY WHICH

INCLUDE, FOR THE PURPOSES OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES (AS DEFINED HEREAFTER). THE BONDS MAY NOT BE OFFERED OR SOLD TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN NOR WILL BE PREPARED.

About Ubisoft

Ubisoft is a leading creator, publisher and distributor of interactive entertainment and services, with a rich portfolio of world-renowned brands, including Assassin's Creed, Far Cry, For Honor, Just Dance, Watch_Dogs, Tom Clancy's video game series including Ghost Recon, Rainbow Six and The Division. The teams throughout Ubisoft's worldwide network of studios and business offices are committed to delivering original and memorable gaming experiences across all popular platforms, including consoles, mobile phones, tablets and PCs. For the 2018-19 fiscal year, Ubisoft generated net bookings of EUR 2,029 million. To learn more, please visit www.ubisoftgroup.com.

Important Information

This press release may not be published, distributed or released directly or indirectly in the United States of America, Canada, Australia or Japan. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No communication or information relating to the issuance of the Bonds may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions. Ubisoft assumes no liability in connection with the breach by any person of such restrictions.

THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE

UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE " U.S SECURITIES ACT"), UNLESS THEY ARE REGISTERED UNDER THE U.S. SECURITIES ACT OR EXEMPT FROM REGISTRATION. THE SECURITIES OF UBISOFT MENTIONED HEREIN HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE U.S. SECURITIES ACT AND UBISOFT DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS SECURITIES IN THE UNITED STATES.

THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF A PLACEMENT TO QUALIFIED INVESTORS ONLY WHICH

INCLUDE, FOR THE PURPOSES OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES (AS DEFINED HEREAFTER). THE BONDS MAY NOT BE OFFERED OR SOLD TO RETAIL INVESTORS (AS DEFINED HEREAFTER). NO KEY INFORMATION DOCUMENT UNDER PRIIPS REGULATION HAS BEEN NOR WILL BE PREPARED.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

This press release is not an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including France. The Bonds have been offered only by way of a placement in France and/or outside France (excluding the United States of America, Australia, Canada and Japan), solely to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation and pursuant to Articles L.411-1 and L.411-2 of the French monetary and financial code (Code monétaire et financier). There has been no public offering in any country (including France) in connection with the Bonds, other than to qualified investors. This press release does not constitute a recommendation concerning the issue of the Bonds. The value of the Bonds and the shares of Ubisoft can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the investment in the Bonds for the person concerned.

Prohibition of sales to European Economic Area retail investors

No action has been undertaken or will be undertaken to make available any Bonds to any retail investor in the European Economic Area. For the purposes of this press release:

1. the expression "retail investor" means a person who is one (or more) of the following:
2. 1. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
      "MiFID II"); or
   2. a customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
   3. not a "qualified investor" as defined in the Prospectus Regulation; and
3. the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Bonds.