Bezons,
The net proceeds of the Offering will be used for the pre-financing of the contemplated acquisition of Ingenico Group S.A. and/or for general corporate purposes.
The nominal value of the Bonds will be set at a premium of 55% to 60% above Worldline’s reference share price1 on the regulated market of Euronext in
The Bonds will not bear interest (zero-coupon). The Bonds will be issued at an issue price ranging between 105.1% and 107.5% of their nominal value, corresponding to an annual gross yield-to-maturity of (1.44)% to (0.99)%.
The final terms of the Bonds are expected to be announced today and the settlement-delivery of the Bonds is expected to take place on
Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on
The Bonds may be redeemed prior to maturity at the discretion of the Company, under certain conditions. In particular, the Bonds may be fully redeemed earlier at par, at the Company’s option at any time from
Upon a Change of Control of the Company or a Delisting of the shares of the Company (as these terms are defined in the terms and conditions of the Bonds), all bondholders will have an option to request the redemption of their Bonds before the Maturity Date at their nominal amount.
Application will be made for the listing of the Bonds on Euronext AccessTM (the open market of Euronext Paris) to occur within 30 days from the Issue Date.
Intentions of existing shareholders
The Company is not aware of the intention of any of its main shareholders to participate in the Offering.
Existing shareholders of the Company shall have no preferential subscription rights (or benefit from a priority subscription period) in connection with the issue of the Bonds or with respect to the underlying new shares of the Company issued upon conversion.
Conversion/Exchange Right
Bondholders will be granted a conversion/exchange right of the Bonds into new and/or existing shares of the Company which they may exercise at any time from the Issue Date and until
The conversion/exchange ratio is set at one share per Bond subject to standard adjustments in certain cases. Upon exercise of their conversion/exchange right, bondholders will receive at the option of the Company new and/or existing Company’s shares carrying in all cases all rights attached to existing shares as from the date of delivery.
Lock-up undertaking from the Company
In the context of the Offering, the Company will agree to a lock-up undertaking for a period starting from the announcement of the final terms of the Bonds and ending 90 days after the Issue Date, subject to the potential issuance of shares in the context of the contemplated acquisition of Ingenico, waiver from the Joint Global Coordinators, certain customary exceptions and the issuance of shares or equity securities in the context of other M&A transactions, but provided that the lock-up is picked-up by the owner of such newly issued shares or equity securities.
Dilution
For illustrative purposes, based on a €500 million Offering, a €74.54 reference share price2 and a 57.5% conversion premium corresponding to the mid-range of conversion/exchange premium, the potential dilution would represent approximately 2.3% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon full conversion of the Bonds.
Legal framework of the Offering and placement
The Offering will be conducted pursuant to the authorization granted by the Company’s combined general meeting held on
Available information
The Offering and the admission to trading on Euronext AccessTM are not subject to a prospectus approved by the
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Contacts
Investor Relations
Email: David.pierre-kahn@worldline.com
Communication
Email: sandrine.vanderghinst@worldline.com
Press Contact
Email : asgentil@kairosconsulting.fr
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About
Worldline’s corporate purpose (“raison d’être”) is to design and operate leading digital payment and transactional solutions that enable sustainable economic growth and reinforce trust and security in our societies.
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This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell the Bonds or the shares of
The Bonds will be offered only by way of a private placement to institutional investors comprising, for the purposes of this press release, professional clients and eligible counterparties, within the meaning of MiFID II (as defined hereafter). The Bonds may not be offered or sold to retail investors (as defined hereafter). No Key Information Document under PRIIPs Regulation (as defined hereafter) has been and will be prepared
Disclaimer - Important information
This press release may not be released, published or distributed, directly or indirectly, in or into
No communication or information relating to the offering 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; none of
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 other than to qualified investors, 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
Prohibition of sales to European Economic Area and
No action has been undertaken or will be undertaken to make available any Bonds to any retail investor in the European Economic Area and in the
- the expression "retail investor" means a person who is one (or more) of the following:
- a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
- a customer within the meaning of Directive (EU) 2016/97, 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
- not a “qualified investor” as defined in the Prospectus Regulation; and
- 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.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the European Economic Area or in the
MIFID II product governance / French Retail investors, professional investors and ECPs only target market
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is French retail investors, eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to French retail investors, eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. For the avoidance of doubt, even if the target market includes French retail investors, the manufacturers have decided that the Bonds will be offered, as part of the initial offering, only to eligible counterparties and professional clients.
The Bonds have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in
This press release is addressed and directed only (i) to persons located outside the
This press release is not a prospectus which has been approved by the
This press release may not be released, published or distributed in or into
The Bonds may not and will not be offered, sold or purchased in
The distribution of this press release in certain countries may constitute a breach of applicable law.
1 The reference share price will be equal to the volume-weighted average price of
2 i.e. Worldline’s share price on Euronext Paris, at close of trading on
Attachment
Worldline -23 July 2020 - Oceane 2025 offering launch - Press release
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