Notice to Bondholders
Ubisoft Entertainment S.A.
Zero coupon bonds convertible into new shares and/or exchangeable for existing shares
of a nominal amount of EUR 399,999,959.80 due 27 September 2021
(ISIN FR0013204286) (the "Bonds")
Ubisoft Entertainment S.A. ("Ubisoft" or the "Company") informs today the Bondholders of its decision to exercise its early redemption option for all Bonds that will be outstanding on the redemption date, in accordance with paragraph 9.3.1 of the Terms and Conditions of the Bonds of 21 September 2016 (the "Terms and Conditions").
Capitalised terms that are not otherwise defined in this notice shall have the meaning ascribed to them in the Terms and Conditions.
As a consequence, the Company will proceed on 18 October 2019, in accordance with the Terms and Conditions, to the early redemption in cash at par, i.e., €54.74 per Bond, of all Bonds that will still be outstanding on such date.
Conv-Ex Advisors Limited, acting as Calculation Agent in respect of the Bonds, has verified that the arithmetic mean, calculated over a period of 20 consecutive Trading Days from and including 19 August 2019 to and including 13 September 2019, chosen by the Company from among 40 consecutive Trading Days preceding the date of publication of this notice of the daily products of (i) the opening trading price of the Ubisoft share (ISIN FR0000054470) on the regulated market of Euronext in Paris and (ii) the Conversion Ratio applicable on each of these dates, equals €72.296 and therefore exceeds 130% of the par value of the Bonds (i.e., €71.162).
In accordance with paragraph 9.3.3 of the Terms and Conditions, the Bondholders have the ability to exercise the Conversion Right in respect of the Bonds until the expiry of the seventh Trading Day (inclusive) preceding the early redemption date, i.e., until 9 October 2019 (inclusive) at 3:00 p.m. (Paris time), by making a request to the financial intermediary holding their Bonds in a securities account; it being specified that, in accordance with paragraph 15.5.1 of the Terms and Conditions, the Date of the Request (being the date on which any request to exercise the Conversion Right will be deemed to have been made) will correspond to the Business Day on which both conditions (a) and (b) below will have been satisfied, if satisfied at or prior to 3:00 p.m. Paris time (or the following Business Day if satisfied after 3:00 p.m. Paris time):
CACEIS Corporate Trust, acting as Centralising Agent, will have received the exercise request transmitted by the financial intermediary in the books of which the Bonds are held in a securities account; and
the Bonds will have been transferred to CACEIS Corporate Trust as Centralising Agent by the relevant financial intermediary.
Any Bondholder that wishes to exercise its Conversion Right in respect of the Bonds will therefore have to ensure that the Date of the Request for the relevant exercise request falls no later than 9 October 2019.
Any request to exercise the Conversion Right in respect of the Bonds for which the Date of the Request occurs during a calendar month will take effect, subject to the provisions of paragraph 15.5.1 of the Terms and Conditions, on the earliest of the following two dates (an "Exercise Date"): (i) the last Business Day of such calendar month; or (ii) the seventh Business Day preceding the date set for redemption, i.e., 9 October 2019. The Bondholders will receive delivery of Ubisoft shares no later than the seventh Trading Day following the relevant Exercise Date.
As of the date hereof, 7,307,270 Bonds remain outstanding out of a total of 7,307,270 Bonds initially issued.
Assuming that all the Bondholders opt for the exercise of their Conversion Right, a maximum of 7,307,270 new Ubisoft Shares would be issued, representing 6.48% of the Company's share capital.