WORLDLINE AMENDMENT OF THE 2019 UNIVERSAL
REGISTRATION DOCUMENT
Including the 2020 half-year Financial Report
This document is a full free translation of the original French text. In case of discrepancies, the French version shall prevail. The original of the amendment of the 2019 Universal Registration Document has been filed with the Autorité des Marchés Financiers (AMF) on August 6, 2020 as competent authority under Regulation (EU) 2017/1129 without prior approval pursuant to Article 9 of Regulation (EU) 2017/1129.
The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if approved by the AMF together with any amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.
This amendment of the 2019 Universal Registration Document incorporates by reference the 2019 Universal Registration Document filed with the AMF on April 29, 2020 under the filling number: D.20-0411 and updates the mandatory sections in accordance with the regulation. A cross-reference table is provided in Section G.3 hereof to easily find the information incorporated by reference and the information updated or modified.
This amendment of the 2019 Universal Registration Document and the 2019 Universal Registration Document are available on the AMF website (www.amf-france.org)and that of the issuer (www.worldline.com).
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CONTENTS
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- ACTIVITY REPORT
A.1. Worldline in the first half of 2020
February
February 03, 2020: Creation of a new world-class leader in payment services, Worldline to acquire Ingenico
Worldline SA and Ingenico Group SA announced that their respective Boards of Directors had unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction, as of last closing prices, as well as outstanding OCEANEs. This transaction would combine two premier companies to create the world's number four player in payment services with circa 20,000 employees in approximately 50 countries with physical presence. Upon closing, the new combined group would offer best-in-class payment services to nearly 1 million merchants and 1,200 financial institutions.
February 19, 2020: Very solid year 2019, all results are well in line with the objectives
Key financial performances:
- Revenue: €2,382 million, up +6.9% organically
- OMDA: €602 million, 25.3% of revenue, up +240bp on a comparable basis
- Free cash flow: € 288 million, up +38.6%
February 19, 2020: Worldline chosen by Subway as preferred provider of omnichannel payment solutions
Worldline has been selected to provide state-of-the art payment solutions to Subway restaurants across Europe. Worldline's solution includes POS and E-Commerce acceptance as well as payment terminals operating with the new NEXO retailer protocol. This sets the standards for easy interoperability with all NEXO-compliant cash registers. The roll-out is planned across multiple markets starting in 2020.
February 27, 2020: equensWorldline partners with UniCredit to manage its payments processing business in Germany and Austria
equensWorldline SE, a subsidiary of Worldline signed a long-term strategic partnership with UniCredit, a leading financial institution in Europe. Based on this agreement, which represents - following Commerzbank - another major long-term processing contract with a leading Tier-1 Bank, equensWorldline will process all SEPA (Single Euro Payments Area) payments, instant payments, multi-currency, domestic and high value payments for both financial institutions.
March
March 09, 2020: Worldline has been awarded " A- " rating for its first participation in the CDP
Worldline announced that it had obtained an A- rating following its first assessment by the CDP disclosure, which is recognized by the investors as the best reference rating for a company's environmental awareness, governance and leadership to address climate change. As part of this exercise, Worldline reveals its long-term Science Based Target (SBT) objectives to reduce CO2 emissions.
April
April 08, 2020: Bolt-on acquisition of GoPay, an online payment pure player in Eastern Europe
Worldline signed an agreement for the acquisition of 53% of GoPay, the leading online collecting payment services provider for small and medium sized businesses (SMB) in the Czech Republic. GoPay's value proposition is based on a quick access to a high-quality payment collecting engine fit for the needs of small businesses and offering an extensive range of local payment means.
April 21, 2020: Worldline´s YUMI wins prestigious iF Design Award 2020 as payment device of the year
The Group announced that YUMI, Worldline's game-changing business facilitator for merchants, is a winner of this year's iF DESIGN AWARD, the world-renowned design prize. YUMI achieved a win in the Product discipline, Payment Terminal category.
April 23, 2020: Resilient first quarter 2020 revenue
Worldline announced its Q1 2020 revenue and an update of its 2020 objectives in relation with COVID-19 context.
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June
June 04, 2020: BNP Paribas Fortis has chosen Worldline to set up and operate its omni-channel Contact Service Center
Worldline has sealed a multi-year contract with BNP Paribas Fortis, a leading financial institution in Belgium and across Europe. Under this agreement, Worldline will set up and operate BNP Paribas Fortis' omni-channel Contact Service Center (CSC) using WL Contact. Operating in SaaS (Software-as-a-Service) mode, this proven contact center solution will handle all customer interaction, regardless of the communication channel they choose.
June 09, 2020: Worldline's Annual General Meeting
Worldline held its Annual General Meeting chaired by Mr. Gilles GRAPINET, Chairman and Chief Executive Officer. The meeting was held behind closed doors due to current sanitary constraints and gathered, despite this special context, a quorum of 78.44%. The shareholders overwhelmingly approved the resolutions relating to the contemplated acquisition of Ingenico Group.
June 23, 2020: Worldline announced the success of a € 1 billion bonds issuance
Worldline announced the issuance of fixed rate senior unsecured notes for a total of € 1 billion, in the Euro bond market, in 2 tranches with respective maturities of 3 years and 7 years for the pre-financing of the contemplated acquisition of Ingenico and/or for general corporate purposes.
July
July 08, 2020: Worldline filed its proposed tender offer for Ingenico securities with the Autorité des Marchés Financiers (AMF), Ingenico's board of directors issued a favorable reasoned opinion on the offer
Worldline and Ingenico announced that they had reached a key milestone in their proposed combination with the filing with the Autorité des Marchés Financiers (AMF) of a draft offer document and a draft reply document, relating to Worldline's tender offer for Ingenico securities with a view to creating the world's fourth largest player in payment services by bringing together approximately 20,000 employees in 50 countries. Upon closing of the transaction, the newly combined group would offer leading payment services to nearly one million merchants and 1,200 financial institutions and would be highly value-creating with significant run-rate synergies of approximately € 250 million annually by 2024.
July 23, 2020: Worldline announced resilient first half 2020 results with an improving momentum in line with full year trajectory
First half 2020 revenue stood at € 1,089.2 million, representing an organic decline limited to -5.7% compared to the first half of 2019, in spite of the adverse economic environment linked to the COVID-19 sanitary crisis. The Group's OMDA reached
- 246.3 million or 22.6% of revenue, declining by -170 basis points organically. The impact of the COVID-19 environment on the Group's profitability has been indeed partly mitigated by strong actions taken to adapt the cost base, notably on discretionary and personal expenses, of which more than 50% of the effect is expected to benefit H2 2020.
Normalized net income stood at € 114.7 million or 10.5% of revenue and net income Group share stood at € 53.0 million. First half 2020 free cash flow was € 131.7 million, representing an OMDA to free cash flow conversion rate at 53.5%, improving by +120 basis points compared with H1 2019, consistent with the margin profile expected for the full year. Finally, net debt reached € 469.1 million. All 2020 objectives were confirmed.
July 23, 2020: Worldline announced having successfully placed bonds convertible into new shares and/or exchangeable for existing shares ("OCEANE") due July 30, 2025 for a nominal amount of approximately € 600 million.
Following strong investor demand, the initial amount of € 500 million has been increased to approximately € 600 million. 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.
July 28, 2020: The Autorité des Marchés Financiers published a reasoned statement of compliance (déclaration de conformité) with respect to the tender offer for Ingenico securities, Worldline's offer document (visa n°20-370 dated July 28, 2020) and Ingenico's offer document (visa n°20-371 dated July 28, 2020) which have been published and the information mentioned in Article 231-28 of the general regulation which have been filed and previously published.
July 30, 2020: Opening of Worldline's offer for Ingenico securities.
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A.2. Operational review
A.2.1. Significant events
A.2.1.1. Creation of a new world-class leader in payment services: Planned acquisition of Ingenico
Worldline and Ingenico Group SA announced on February 3, 2020 that their respective Boards of Directors had unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction, as of last closing prices, as well as outstanding OCEANEs.
Upon closing, former Worldline shareholders would own c.65% of the combined entity and former Ingenico shareholders would own c.35% of Worldline.
This transaction would combine two premier companies to create the world's number four player in payment services with circa 20,000 employees in approximately 50 countries with physical presence. Upon closing, the new combined group would offer best-in-class payment services to nearly 1 million merchants and 1,200 financial institutions, with estimated pro forma revenue reaching c. € 5.3 billion in 2019, out of which c. € 2.5 billion in merchant payment and transaction-related services. Since the announcement, the transaction has been particularly well received by the customers and the key partners of both groups, highlighting its very compelling industrial and business rationale.
Thanks to the full mobilization of teams on both sides, fast progresses have been made in the overall process of the transaction towards the approvals to be obtained. In particular:
Regarding the tender offer:
- On June 9, 2020, the General Meeting approved with a vast majority (99.59%) the issuance of shares as part of the tender offer by the Company on the shares and convertible bonds (OCEANEs) issued or to be issued by Ingenico.
- On July 28, 2020, the Autorité des Marchés Financiers (AMF) announced that it had declared the public offer for the Ingenico shares and OCEANEs compliant, the offer documentation of Worldline (visa no. 20-370 dated July 28, 2020) and the reply document of Ingenico (visa no. 20-371 dated July 28, 2020) having been distributed and the information mentioned in Article 231-28 of the General Regulation having been filed and distributed previously.
- All other regulatory clearances required for the opening of the offer pursuant to banking/financial and foreign investment regulations have already been obtained. The information and/or consultation of employee representative bodies with respect to the acquisition has been completed by Ingenico and Worldline.
- The aforementioned public offer was therefore opened on July 30, 2020.
-
The tender offer is only subject to the following conditions precedent (Worldline reserves the right to waive the benefit of each of these conditions):
o clearance under merger control by the European Commission,
o Worldline acquiring a number of Ingenico shares representing at least 60% of Ingenico's share capital on a fully diluted basis1.
Regarding the financing of the offer:
-
A bridge credit facility for the transaction has been signed on July 7, 2020 by a pool of 8 banks for an amount up to € 1.6 billion. This amount will be used, in addition to the issuance of fixed rate senior unsecured note initiated on June
23, 2020 for a total value of € 1 billion, for the financing of the offer (for more detail on the financing of the offer, please refer to Section B.3 of this Document). This bridge credit facility will be available up to July 2022. - In addition, on July 23, 2020, Worldline initiated an issuance of bonds convertible into new shares and/or exchangeable for existing shares ("OCEANE") for a nominal amount of € 600 million and due July 30, 2025, on attractive financial conditions. Proceeds will be used for the pre-financing of the contemplated acquisition of Ingenico.The amount of available commitments under the credit facility agreement was reduced by € 700 million, corresponding to the proceeds of the convertible bond issue dated July 23, 2020 and the use of available cash at Worldline. The amount of commitments available under the credit facility now amounts to 900 million euros.
1 If Worldline were to waive this condition, the statutory caducity threshold set at 50% of the share capital or voting rights (on a non-diluted basis) of Ingenico will remain applicable.
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Regarding preliminary activities to prepare integration:
- These activities are now started, in line with the Worldline Day-1 readiness proven methodology in compliance with applicable antitrust rules, under the supervision of senior management from both groups.
- Thanks to a good cooperation between the teams of both groups and to a timely management of the tender process, transaction costs related to the acquisition of Ingenico remain limited as a percentage of the value of the transaction and are estimated at € 50 million.
For this acquisition, pro forma financial information has been prepared. This information intended to present the expected impact of the acquisition of Ingenico in the event of the successful completion of the public offer on the financial position and results of Worldline, as if it had occurred on a date prior to its actual occurrence. This information is available on investors.worldline.com.
For more information, in particular related to the terms of the offer, please refer to the press releases available at worldline.comin the Investors section.
A.2.1.2. Rapid adaptation of Worldline to the COVID-19 context
Business operations
Pandemic is one of the risks traditionally addressed by the Group Business Continuity Plan. This plan, which was activated as early as February 2020, resulted in a ramp up of the Group's remote working rate as the crisis developed, and in the full compliance with the local regulatory requirements. These measures meet both priority objectives of protecting the health of the Group's employees and ensuring a continuous delivery of the Group's services. During the second quarter, all our employees were fully able to work, from home or on site depending on the local sanitary recommendations.
Commercial activity
In addition, Worldline's sales force remained in constant dialogue with its customers and in particular supported retailers for their need for click & collect capacity upgrades, offered support to merchants to quickly set up their online business, promoted contactless payments as well as mobile POS systems. Large sales engagements kept progressing as planned as well. As a result, end of June 2020, the level of commercial opportunities is at its all-time high, thereby providing confidence for the mid- term commercial ambitions.
COVID-19 specific actions
Strong actions to adapt the cost base to COVID-19 consequences were also taken, and among others:
- A freeze on new hirings was put in place;
- Salary increases were postponed;
- Holidays & other measures policy were implemented;
- Key suppliers contracts were adapted;
- Project reviews were conducted; and
- All discretionary expenses, including travel costs, were stopped.
The monitoring of merchant risks was also reinforced. In that respect, new members joined Worldline's high quality risk management teams and new tools were implemented.
Gradual business recovery
In most of our key markets, confinement, store lock-downs and strict distancing measures were implemented in March 2020, and were gradually eased in May and June. This resulted in a progressive recovery of payment transaction volumes throughout the quarter, from the March-endlowest-point of circa -30% compared with the same period last year, to June-end with volumes close to June 2019 levels for domestic transactions.
These evolutions are fully in line with the scenario retained by the Group of a very gradual business recovery, as outlined in its April 23, 2020 press release.
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Worldline financing liquidity
In the current COVID-19 context, it is reminded that Worldline enjoys excellent short and long term liquidity position as well as a BBB/stable rating from S&P Global. None of its debt instruments is subject to covenant close.
In particular, as of June 30, 2020:
- Net indebtedness of the company is limited to € 469 million;
- The gross cash position was € 1 692 million and the Commercial Paper program (NEU CP) was used only for a limited amount of € 100 million (out of a maximum available amount of € 600 million);
- The revolving credit facility of € 600 million was undrawn and remains today fully available.
In the longer term:
- Long term debt on June 30, 2020 consists in:
- Two bonds issuances completed in the context of the acquisition of equensWorldline minority interests in
2019, a € 600 million convertible bond maturing in 2026 and a € 500 million bond maturing in 2024;
- Two bonds issuances completed as part of the pre-financing of the Ingenico planned acquisition for a total of € 1 billion euros, as described in Section A.2.1.1.
- In July 2020, an issuance of convertible bonds ("OCEANEs") was also completed for a nominal amount of € 600 million, as described in Section A.2.1.1.
Lastly, regarding the financing of the Ingenico acquisition, in addition to the € 1 billion bonds and to the € 600 million convertible bond, a bridge financing has been signed with a pool of 8 banks, for an amount of up to € 1.6 billion available up to July 2022. The amount of available commitments under the bridge credit facility was reduced by € 700 million, corresponding to the proceeds of the convertible bond issue dated July 23, 2020 (see above) and the use of available cash at Worldline. The amount of commitments available under the Bridge Credit Facility now amounts to 900 million euros (for more detail on the financing of the offer, please refer to Section B.3 of this Document).
A.2.1.3. Further sale by Atos of c. 13.1% of Worldline share capital on February 4, 2020
On February 4, 2020, Atos has completed the sale of c. 23.9 million Worldline shares, representing c. 13.1% of the Worldline share capital.
Following this operation Atos holds ca. 7.0 million Worldline shares, representing ca. 3.8% of the Worldline share capital, which are underlying the exchangeable bonds issued by Atos on October 30, 2019. In case of exchange in full of the bonds, Atos would no longer hold any Worldline shares and voting rights.
A.2.1.4. Very large long-term payment outsourcing contract signed with UniCredit
On February 27, 2020, Worldline announced the signing of a very large long-term strategic partnership with UniCredit, a leading European financial institution. Worldline will be responsible for the processing of all SEPA (Single Euro Payments Area) payments, instant payments, multi-currency, domestic and high value payments transactions for UniCredit in Austria and Germany. This new major outsourcing contract follows the one signed with Commerzbank in 2018 and further demonstrates the relevance of Worldline's payment outsourcing value proposition, not only as a provider but also as a true long-term sparring partner bringing innovation, price competitiveness and guaranteed regulatory compliance. This contract is currently in its initial project phase with an aim to start operation in H2 2020 as planned.
A.2.1.5. Bolt-on acquisition of GoPay, an online payment pure player in Eastern Europe
On April 8, 2020 Worldline signed an agreement for the acquisition of 53% of GoPay, the leading online collecting payment services provider for small and medium sized businesses (SMB) in the Czech Republic. The price paid for this acquisition corresponds to an acquisition multiple (Enterprise Value to OMDA) below Worldline's current multiple.
Having generated c. € 7 million revenue in 2019 and OMDA of c. € 2 million, GoPay currently employs 45 employees and manages online payments for c. 9,000 e-shops in the Czech Republic, with presence in Slovakia and Poland. GoPay's value proposition is based on a quick access to a high-quality payment collecting engine fit for the needs of small businesses and offering an extensive range of local payment means.
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With this acquisition, Worldline:
- seizes a rare opportunity to develop its online collecting activity in the fast-growing Eastern Europe market;
- enhances its local expertise in digital go-to-market; and
- strengthens its market position in the Czech Republic and its partnership with Komercni Banka.
With its double-digit revenue growth track record and solid profitability, GoPay is expected to contribute to reinforce the financial profile of Worldline's Merchant Services division.
The current owner and manager of GoPay, Mr. Pavel Schwarz, will continue to be fully involved in the daily operations of the company and will be instrumental in both product development and in achieving the ambitious business plan and synergies going forward.
The transaction is expected to close during the third quarter of 2020, and Worldline has a right to acquire the remaining shares in 2022.
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A.2.2. Executive Summary
Worldline first half 2020 revenue stood at € 1,089.2 million, representing an organic decline limited to -5.7% compared to the first half of 2019, in spite of the adverse economic environment linked to the COVID-19 sanitary crisis. Indeed, while revenue for Merchant Services declined by -10.8% due to store lock-downs and confinement measures, the two other Business Lines of the Group proved their resilience, with Mobility & e-Transactional Services declining by -2.8% only and Financial Services succeeding in posting quasi-stable revenues (-0.7%).
By geography, revenue in Germany & Central and Eastern Europe grew by +7.1%, notably thanks to the ramp-up new very large payment outsourcing contracts. Revenue in France was stable (+1%), supported by growing needs of larger retailers for digital retail solutions in the COVID-19 context. Revenue in Belgium limited its decline to -6.3% thanks to the resilience of domestic commercial acquiring. Revenue in all other geographies declined between -10% and -14% due to strong impacts of confinement and store lock-downs on transaction volumes.
The Group's Operating Margin before Depreciation and Amortization (OMDA) reached € 246.3 million or 22.6% of revenue, declining by -170basis points organically. The impact of the COVID-19environment on the Group's profitability has been indeed partly mitigated by strong actions taken to adapt the cost base, notably on discretionary and personal expenses, of which more than 50% of the effect is expected to benefit H2 2020.
The backlog at the end of June 2020 remained high and increased to € 4.0 billion.
The total headcount was 12,362 at the end of June 2020 (+4.1% or +485 staff), mainly due to increase in direct workforce of +428 staff, linked to creation of a Global Delivery Center in India by internalizing software developers already working for Worldline as sub-contractors. The proportion of direct employees (90.7%) remained stable. Indirect staff increased slightly by +57 employees as Worldline re-enforced as planned its corporate structures following the carve-out from Atos.
A.2.3. Statutory to constant scope and exchange rates reconciliation
For the analysis of the Group's performance, revenue and OMDA for H1 2020 are compared with H1 2019 revenue and OMDA at constant scope and foreign exchange rates.
Reconciliation between H1 2019 reported revenue and OMDA and H1 2019 revenue and OMDA at constant scope and foreign exchange rates are presented below (per Global Business Lines).
Exchange rate effects correspond mainly to the appreciation of the Swiss Franc partly offset by the depreciation of the Argentinian Peso.
Revenue | OMDA | |||||||
Exchange | Exchange | |||||||
H1 2019 | H1 2019* | H1 2019 | H1 2019* | |||||
In € million | rates effect | rates effect | ||||||
Merchant Services | 535.2 | 6.7 | 541.9 | 119.8 | 2.7 | 122.4 | ||
Financial Services | 444.3 | 1.7 | 446.0 | 144.6 | 1.1 | 145.6 | ||
Mobility & e-Transactional Services | 172.6 | -4.9 | 167.6 | 24.9 | -0.9 | 24.0 | ||
Corporate costs | -10.7 | 0.0 | -10.7 | |||||
Worldline | 1,152.0 | 3.5 | 1,155.5 | 278.5 | 2.8 | 281.3 |
* at constant scope and exchange rates
The H1 2019 figures presented in this operational review are based on the constant scope and foreign exchange rates data.
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A.2.4. Revenue profile evolution
Following the acquisition of SIX Payment Services end of 2018, Merchant Services is the largest Global Business Line of the Group, representing more than 44% of the total revenue:
Revenue | ||||
In € million | H1 2020 | H1 2019* | % of total | |
Merchant Services | 483.6 | 541.9 | 44% | |
Financial Services | 442.7 | 446.0 | 41% | |
Mobility & e-Transactional Services | 163.0 | 167.6 | 15% | |
Worldline | 1,089.2 | 1,155.5 | 100% | |
* at constant scope and exchange rates |
Europe remained Worldline's main operational base, generating c. 94% of total revenue.
Revenue | ||||
In € million | H1 2020 | H1 2019* | % of total | |
France | 218.9 | 216.8 | 20% | |
Germany and CEE | 188.0 | 175.5 | 17% | |
Belgium | 174.3 | 186.0 | 16% | |
Luxembourg & Netherlands | 160.7 | 186.2 | 15% | |
Switzerland | 157.4 | 178.4 | 14% | |
North & South Europe | 125.2 | 139.9 | 11% | |
Emerging markets | 64.9 | 72.7 | 6% | |
Worldline | 1,089.2 | 1,155.5 | 100% |
* at constant scope and exchange rates
A.2.5. Performance by Global Business Line
Revenue | OMDA | OMDA % | |||||||||||
In € million | H1 2020 | H1 2019* | Organic | H1 2020 | H1 2019* | Organic | H1 2020 | H1 2019* | Organic | ||||
change | change | change | |||||||||||
Merchant Services | 483.6 | 541.9 | -10.8% | 103.3 | 122.4 | -15.6% | 21.4% | 22.6% | -120 bps | ||||
Financial Services | 442.7 | 446.0 | -0.7% | 130.9 | 145.6 | -10.1% | 29.6% | 32.7% | -310 bps | ||||
Mobility & e-Transactional Services | 163.0 | 167.6 | -2.8% | 23.0 | 24.0 | -4.2% | 14.1% | 14.3% | -20 bps | ||||
Corporate costs | -10.9 | -10.7 | +2.2% | -1.0% | -0.9% | -10 bps | |||||||
Worldline | 1,089.2 | 1,155.5 | -5.7% | 246.3 | 281.3 | -12.5% | 22.6% | 24.3% | -170 bps |
* at constant scope and exchange rates
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A.2.5.1. Merchant Services
Merchant Services | ||||
In € million | H1 2020 | H1 2019* | Organic | |
change | ||||
Revenue | 483.6 | 541.9 | -10.8% | |
OMDA | 103.3 | 122.4 | ||
OMDA % | 21.4% | 22.6% | -120 bps | |
* at constant scope and exchange rates |
Merchant Services' revenue for the first semester of 2020 reached € 483.6 million, decreasing organically by € -58.3 million or -10.8% compared to same period last year
After a solid growth recorded in January and February, Merchant Services business was impacted by confinement measures and store lock-down imposed to non-essential retail in the context of the COVID-19 pandemic, starting in March in most of our markets. As a consequence, number of transactions acquired dropped by more than 30% at the start of the confinement. With the gradual ease of these restrictions in the course of the second quarter, and the wider adoption of electronic payments, overall number of acquiring transactions increased progressively during the second quarter and was close to 2019 levels by end of June. Overall for the whole semester, number of payment transactions acquired decreased by a low-single-digit, resulting from a mid-single-digit decrease for face to face transactions and a double-digit volume growth in online acquiring transactions.
- In this context, Commercial Acquiring revenue decreased double-digit, impacted by lower acquiring volumes, as well as by lower average transaction value resulting on one side from the rise of low value electronic payment encouraged by higher contactless payment limits, and on the other side from less high value transactions, notably from tourism related activities (travel, hospitality, dynamic currency conversion services). Revenue was also impacted by a larger proportion of payments made on local card debit schemes and conversely by lower credit card transactions processed on international payment schemes.
- Online Payment acceptance revenue was impacted on one-side by a sharp reduction of online transactions in verticals such as transport and hospitality and on the other side by the increase in online entertainment and click & collect / home delivery type of transactions. Overall, revenue decline was therefore limited to a mid-single-digit for the semester.
- Revenue in Merchant Digital Services declined mid-single-digit as well, resulting primarily from fewer transactions from private labeled cards (fuel cards and hotel chain cards mainly), nonetheless mitigated by a good growth in Digital Retail fueled by higher demand for click & collect types of solutions, notably from French retailers.
- Lastly, revenue in Payment Terminals showed resilience with almost stable revenue, benefiting from merchant's demand for additional units and portable devices used for home deliveries, and from good market demand notably for the VALINA unattended payment terminal.
Merchant Services' OMDA was € 103.3 million in H1 2020, or 21.4% of revenue, decreasing organically by -120basis points during the first semester. Indeed, while the severe impact of COVID-19 on the revenue of the Business Line impacted strongly profitability, Merchant Services was able to limit the impact of this extraordinary revenue decrease through:
- Specific and operational cost control actions, notably on personal costs and discretionary expenses (e.g. marketing and communication);
- Incremental synergies resulting from the second year of the SIX Payment Services integration program; and
- The impacts of transversal productivity improvement actions.
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A.2.5.2. Financial services
In € million
Revenue
OMDA
OMDA %
* at constant scope and exchange rates
Financial Services
H1 2020 | H1 2019* | Organic |
change | ||
442.7 | 446.0 | -0.7% |
130.9 145.6
29.6% | 32.7% | -310 bps |
Financial Services revenue was nearly stable over the period, reaching € 442.7 million, slightly decreasing organically by -0.7% or €-3.3 million. In the extraordinary COVID-19 context, the Business Line showed, as expected, an overall resilience thanks to recurring payment flows (such as for payment of rent, utilities, etc.), newly signed large outsourcing contracts and ongoing project activity with banks and financial institutions.
Specifically, Account Payments revenue was quasi not affected by COVID-19 and recorded a solid double-digit growth rate, primarily fueled by:
- Higher account-based payment transactions (+6%); and
- The ramp-up of large contracts such as Commerzbank and the newly announced large long-term payment outsourcing contract with UniCredit in Germany and Austria.
Digital Services grew double-digit as well, fueled by an increase in strong authentication transactions required notably for e- commerce (+44% altogether for ACS, Trusted Authentication and wallet transactions) and by higher volumes processed on Worldline's e-brokerage platform.
Those strong growth performances were nonetheless offset by the high single-digit revenue decrease recorded in card-based payments (issuing processing and acquiring processing altogether):
- Revenue in Issuing Processing was impacted by lower card issuing transaction volumes and less projects;
- Acquiring Processing remained as expected the division the most impacted by the COVID-19 context. Indeed, the number of transactions processed for local acquirers in The Netherlands, France, Switzerland, Italy, Belgium and to a lesser extent in the Baltics, decreased sharply as from March. The division also suffered from less cash withdrawal transactions at ATMs.
Financial Services' OMDA remained high and reached € 130.9 million, or 29.6% of revenue, decreasing nonetheless by -310basis points organically compared to the first semester of 2019. Being the Business Line with the highest proportion of fixed costs, the division was the most affected by volume decrease, particularly in the card payments divisions. In addition, significant investments were made for the ramp-up phase of recently signed large contracts. In order to mitigate these effects, strong measures were taken in terms of cost base monitoring and workforce management. The positive effect of these measures is expected to continue and to increase in the course of the second semester 2020.
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A.2.5.3. Mobility & e-Transactional Services
Mobility & e-Transactional Services | ||||
In € million | H1 2020 | H1 2019* | Organic | |
change | ||||
Revenue | 163.0 | 167.6 | -2.8% | |
OMDA | 23.0 | 24.0 | ||
OMDA % | 14.1% | 14.3% | -20 bps | |
* at constant scope and exchange rates |
Revenue in Mobility & e-Transactional Services reached € 163.0 million, decreasing organically by € -4.7 million or -2.8% compared to last year, with contrasted evolution between each of its 3 divisions.
- e-Consumer& Mobility activities showed resilience in the COVID-19 context, and revenue grew at a low single-digit rate during the semester, thanks to good volumes on the Worldline Contact platform as well as a strong growth in Germany for secured e-Health cryptographic solutions;
- Revenue in Trusted Digitization remained stable;
- Despite the ramp-up of the new Tap2Use contract for the Lyon region, e-Ticketing revenue declined double-digit, suffering from the quasi complete stop of public transport networks and associated ticketing volumes in the United Kingdom and LATAM, due to the COVID-19 sanitary context.
Mobility & e-Transactional Services OMDA reached € 23.0 million or 14.1% of revenue. Despite negative business trends in e- Ticketing, profitability decrease was limited to € -1.0 million or -20 basis points compared to last year thanks to the COVID-19 cost optimization plan addressing fixed and variable costs as well as productivity improvements reached through more scalable platforms and tighter workforce management.
A.2.5.4. Corporate costs
Corporate costs were nearly stable, increasing by € 0.2 million while absorbing the costs linked to the carve-out from Atos (replacement of the corporate services provided by Atos with own resources).
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A.2.6. Revenue performance per geography
Revenue | |||||
In € million | H1 2020 | H1 2019* | Organic | Organic | |
change | change % | ||||
France | 218.9 | 216.8 | 2.1 | 1.0% | |
Germany and CEE | 188.0 | 175.5 | 12.5 | 7.1% | |
Belgium | 174.3 | 186.0 | -11.7 | -6.3% | |
Luxembourg & Netherlands | 160.7 | 186.2 | -25.5 | -13.7% | |
Switzerland | 157.4 | 178.4 | -21.0 | -11.8% | |
North & South Europe | 125.2 | 139.9 | -14.8 | -10.6% | |
Emerging markets | 64.9 | 72.7 | -7.8 | -10.7% | |
Worldline | 1,089.2 | 1,155.5 | -66.3 | -5.7% | |
* at constant scope and exchange rates |
Revenue in France grew by +1.0% organically, driven by Merchant Services, where more Digital Retail services were delivered to large retailers in the COVID-19 context, and by Mobility & e-Transactional services (ramp-up of the Tap2Use project for the Lyon region and stronger volumes recorded on WL Contact platforms). These good performances were nonetheless partly offset by a slight revenue decrease in Financial Services.
A strong +7.1% organic growth was recorded in Germany & Central and Eastern Europe, driven by the Account Payments division, benefitting from volume growth and ramp-up of the recently signed Commerzbank and Unicredit large contracts.
Revenue declined by -6.3% organically in Belgium, mainly due to a strong decline in Financial Services (Issuing and Acquiring Processing), while revenue in Merchant Services was limited to a low single-digit thanks to the resilience of Commercial Acquiring.
In Luxemburg & Netherlands (-13.7% organically), revenue was strongly impacted by the drop of Commercial Acquiring transactions during the second quarter. Financial Services was more resilient, succeeding in limiting revenue decrease to a low single digit.
Organic revenue decline in Switzerland (-11.8%) is primarily the consequence of confinement and store lock-down measures, strongly impacting Commercial Acquiring.
Revenue in North & South Europe declined organically by -10.6%, as Private Label Cards and e-Ticketing activities in were strongly impacted in the United Kingdom by the COVID-19 situation.
Lastly, revenue in Emerging Markets decreased organically by -10.7%, mainly due to slower Merchant Services business in India due to the COVID-19 context.
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A.2.7. Commercial activity
During the second quarter, and despite the COVID-19 situation, Worldline sales teams remained very active and in constant dialogue with their customers, which led to the signature of a number of new contracts and to the renewal on time of key payment processing contracts.
A.2.7.1. Main achievements and contract signatures of the period
Merchant Services
Further to the signature of the Subway pan-European contract announced in February, new signings in Merchant services included in particular:
- A framework agreement signed with the luxury group Kering, for which Worldline will provide commercial acquiring and value-added services for a large number of brands in several European countries;
- A pan-European gateway and acquiring contract with the online musical instrument retailer Gear4music; and
- A new 3 year contract signed with a Finnish high tech company for e-payment acceptance and acquiring across multiple countries
All these contracts constitute further evidence of the relevance of Worldline's omni-channel payment processing offers for global or digital merchants.
All along the quarter, Worldline stood alongside its customers to help them sell during the confinement and lock downs, and as an example, a secured remote order and payment system was set up in a record time for a designer brand, for its 12 stores located in seven European countries.
In addition, several significant contracts were renewed:
- In omni-channel payment solution, with Aspro Park, a major European operator of leisure parks;
- For e-Payment acceptance with a leading ticketing website (Ticketnet);
- In Private Label Card and Loyalty Programs, for Repsol (fuel card services) and Iberia (frequent flyer solution).
On the payment terminal side, good progress has been made in the certification process of Worldline's unattended payment terminal VALINA, as the terminal is now certified for the Swiss market, where a significant contract was received from a provider of charging stations for electric cars, and in pilot phase in Poland and in Germany. Also, a first order was received from a Malaysian reseller.
Lastly, regarding innovative offers and acceptance of new payment methods:
- Worldline, in partnership with Axis Bank and MasterCard India, launched "Soft POS", a new solution enabling the smartphone to be used as POS devices in India. This new offer addresses the increasing need of small businesses, especially in the COVID-19 context, for an easy to implement card payment solution;
- Worldline launched its "Pay-By-Link" solution enabling merchants to implement personalized, fast and easy omni- channel payment;
- A partnership was signed with Silkpay (fintech company connecting European retailers to Chinese tourists) notably for the acceptance of Alipay and Wechatpay and acquiring of Asian credit cards (Union Pay, JCB).
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Financial Services
Aside from the very large new outsourcing contract signed with UniCredit (detailed in Section A.2.1.4), commercial activity in Financial Services was very active. In particular:
- Worldline has signed through Brinks a large ATM transaction management contract for BPCE, pursuant to which the Group will manage approximately 300 million transactions per year from circa 11,000 ATM over 10 years. This new contract perfectly illustrates Worldline's strategy to expand in the ATM transaction management market, which is currently being consolidated or outsourced in Europe to a limited number of providers
- Volksbank renewed its iDEAL contract with equensWorldline, which was extended with PSD2 TPP services, enabling the bank to offer Payment Initiation Services (PIS) and Account Information Services (AIS) to its customers; and
- Worldline was chosen by the Central bank of Curacao & Saint-Martin to switch to instant Payments, further demonstrating the Group's expertise in instant payments.
Several other contracts were renewed during the semester, in particular for issuing processing services with a very large Dutch bank and 3D Secured Authentication with a very large French bank.
Lastly, in the current COVID-19 context, demand for secured remote payment grew significantly, and as a consequence, Worldline recorded an all-time high number of strong authentication's transaction volumes in June, more than doubling the number transactions recorded on WL Trusted Authentication platform in June last year.
Commercial perspectives in Financial Services remain strong, notably for card processing and ATM transaction management outsourcing contracts, for which progress has been made during the second quarter towards a signature in the second semester.
Mobility & e-Transactional Services
In eTicketing, Worldline has been selected by SYTRAL, Lyon's region public transport authority, to implement its "Tap 2 Use" solution, enabling travellers to buy and validate their journey just using their EMV cards. That solution, which includes validators, ticketing back office and payment acceptance, further confirms Worldline's leadership in deploying Open Payment solutions for public transport operators. In addition, Worldline has renewed its contract with two rail franchises in the United Kingdom to provide rail operations and passenger information services.
Also, during the peak of the COVID-19 sanitary crisis, Worldline stood along-side governments and public agencies and fully mobilized its expertise in secured real-time regulated transaction management for new projects in the health sector. In particular:
- Worldline provided a secure application that enabled the identification and tracing of COVID-19 patients in hospitals in France;
- Maela, a highly secured data hosting solution, enabled the deployment of a digital healthcare solution for dozens of hospitals in France, and for the ministry of health of Luxemburg;
- Worldline has signed new contracts with German health insurance companies to implement secured solutions connecting customers and specific health applications, such as electronic patient files, to the German Health Telematic Infrastructure.
A.2.7.2. Backlog
Backlog reached its historical highest value on June 30, 2020 and reached € 4.0 billion.
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A.2.8. Human resources
The total headcount was 12,362 at the end of June 2020, compared to 11,877 at the beginning of 2020. The increase of +4.1% (or +485 staff) of the Group total workforce was mainly due to the net increase in direct workforce of +428 staff, linked to creation of a Global Delivery Center in India by internalizing Software developers already working for Worldline as sub- contractors.
The number of direct employees at the end of June 2020 was 11,207, representing 90.7% of the total Group headcount. That proportion remained stable. Indirect staff was 1155, a small increase since the beginning of the year (+57 employees) to compensate the loss of indirect support functions after the carve-out of Atos.
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A.3. 2020 objectives
As the 2020 objectives disclosed on February 3, 2020 were pre Covid-19 effect, the Group has updated on April 23, 2020 its three objectives for the full year 2020, consistently with the macro-economic and sanitary scenario described below.
Consequences of the COVID-19 pandemic are expected to last for the whole year 2020, due to exceptional social and economic restriction measures taken by governments in most of the Group's key markets. In this context, the Group has retained the following scenario for its analysis:
- During Q2, activities remained severely restricted: Lock down of non-essential retail and strict confinement and/or social distancing measures maintained during most of the quarter;
- During H2 2020, the scenario is based on a very gradual lift of government constraints: General "non- essential" retail re-openingand increase of domestic payment flows allowing a progressive business recovery, while very limited international travel, tourism and related businesses are anticipated. Postponement of all key conventions and events (sporting, corporate, festivals, concerts & leisure, etc.) to 2021
Revenue
The Group expects its 2020 full year revenue to be flat or decreasing by a low single digit compared with 2019 at constant scope and foreign exchange rates.
OMDA
The Group expects a 2020 full year OMDA percentage at constant scope and foreign exchange rates around 25%, circa the same percentage than 2019.
Free cash flow
The Group targets circa the same cash conversion percentage (free cash flow divided by OMDA) than in 20192.
These objectives are expressed at constant exchange rates. They rely also on the absence of change in scope and of significant change in accounting standards.
These objectives have been built on a comparable basis versus historical financial information, and according to Group's accounting standards.
2 Excluding Ingenico transaction acquisition costs.
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- FINANCIAL REVIEW
In this financial review, the financial statements as of and for the period ended June 2020 are compared with the consolidated financial statements as issued for the similar period in 2019.
B.1. Income statement
The Group reported a net income (attributable to owners of the parent) of € 53.0 million for the half year 2020 which represented 4.9 % of Group revenue of the period. The normalized net income before unusual and infrequent items (net of tax) was € 114.7 million, representing 10.5% of revenue.
B.1.1. Operating margin before depreciation and amortization (OMDA)
Operating margin before depreciation and amortization (OMDA) represents the underlying operational performance of the current business and is analyzed in the operational review.
B.1.2. Operating Margin
B.1.3. Other operating income and expenses
Other operating income and expenses relate to income and expenses that are unusual and infrequent. They represent a net expense of € 83.5 million for the six-month period ended June 2020. The following table presents this amount by nature:
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Staff reorganization expenses of € 1.5 million increased by € 0.2 million compared to last year and correspond mainly to the restructuring costs induced by the recent acquisitions.
The € 0.4 million of rationalization and associated costs resulted mainly in administrative back office transformation. Those costs have decreased by € 1.5 million compared to the first half of 2019.
Integration and acquisition costs reached € 31.9 million, an increase of € 14.6 million compared to the prior period, and corresponded mainly to SIX Payment Services post-acquisition and integration costs and to the costs related to the contemplated acquisition of Ingenico.
The six-month2020 amortization of customer relationships and patents (PPA from acquisitions) of € 36.6 million corresponds mainly to:
- € 28.2 million of SIX Payment Services customer relationships, technologies and patents;
- € 3.8 million of Equens and Paysquare customer relationships;
- € 1.1 million of MRL Posnet customer relationships and technologies;
- € 1.1 million of Cataps (KB Smartpay) customer relationships.
B.1.4. Net financial income
Net financial expense amounted to € 12.5 million for the period (compared to an income of € 82.9 million at the end of June
2019) and was made up of:
- A net cost of financial debt of € 5.6 million (€ 0.4 million at the end of June 2019); and
- A non-operational financial expense of € 6.9 million (profit of € 83.4 million at the end of June 2019).
The net cost of financial debt of € 5.6 million is mainly made up of interests linked to convertible bonds for € 3.1 million and straight bonds for € 1 million.
The non-operational financial expense was mainly composed of:
- Foreign exchange losses for € 5.2 million (€ 0.7 million at the end of June 2019);
- The recognition in the consolidated income statement of the variation of the fair value of the Visa preferred shares for a profit of € 2.9 million (€ 16.8 million at end of June 2019);
- Financial interests on lease liability (IFRS 16) for € 1.9 million (€ 1.7 million at end of June 2019);
- Impairment on Participating Interests in TWINT for € 1.9 million; and
- Pension financial costs for € 0.8 million. The pension financial costs represent the difference between interest costs on defined benefit obligations and the interest income on plan assets for plans which are funded.
In the first semester 2019 the non-operational financial expenses were mainly composed of the recognition of the fair value adjustment of the contingent liability linked to the acquisition of SIX Payment Services representing an expense of € 70.0 million and the variation of the fair value of the Visa preferred shares for a profit of € 16.8 million.
B.1.5. Corporate tax
The tax charge for the six-month period ended June 30, 2020 was € 16.4 million with a profit before tax of € 69.3 million. The annualized Effective Tax Rate (ETR) of 23.4% adjusted for tax discrete items leads to an ETR of 23.6% to compare with an ETR of 23.7% for the first semester of 2019.
B.1.6. Non-controlling interests and associates
The non-controlling interests and associates at the end of June 2020 were nil compared to € 17.7 million at the end of June 2019. At that time it represented 36.4% of the net result of equensWorldline.
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B.1.7. Normalized net income
The normalized net income is defined as net income excluding unusual and infrequent items (Group share), net of tax. For H1 2020, the amount was € 114.7 million.
B.1.8. Half year Earning Per Share
The number of shares as at January 1, 2020 was 182,764,457. The weighted average number of shares amounts to 182,486,386 for the period. Potential dilutive instruments comprise stock options, which do not generate any restatement of net income used for the diluted EPS calculation and convertible bonds interest expenses net of tax for € 2.1 million. As of end of June 2020, potential dilutive instruments comprised stock options for 871,567 options and convertible bonds effect for 5,813,953 options.
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B.2. Cash Flow
Free cash flow represented by the change in net cash or net debt, excluding equity changes (notably cash received from the exercise of stock options), dividends paid, impact of foreign exchange rate fluctuation on opening net cash balance, and net acquisitions and disposals, reached € 131.7 million compared to € 145.5 million in 2019 corresponding to a decrease of - 9.5%.
Cash From Operations amounted to € 189.4 million and increased by € 6.7 million compared to last year, including the following items:
- OMDA decrease (€ -32.3 million);
- Higher capital expenditures (€ -17.9 million);
- Lease expenditure (€ -1.0 million);
- Improvement in change in working capital requirement (€+ 57.9 million).
OMDA of € 246.3 million, representing a decrease of € - 32.3 million compared to June 2019, reached 22.6% of revenue versus 24.3% of revenue in June 2019.
Capital expenditures amounted to € 64.8 million or 5.9% of revenue (4.8% for the full year 2019). They mainly relate to investments in software platforms through capitalized cost, in connection with the modernization of proprietary technological platforms for € 23.8 million.
The positive change in working capital requirement was € 27.5 million. The DSO ratio reached 40 days at the end of June 2020 (38 days in June 2019), while the DPO was 93 days (90 days in June 2019). The Group may factor part of its account receivables in the normal course of its day to day treasury management. Amount of receivables factored as at June 30, 2020 is non-significant.
Cash out related to taxes paid reached € 14.1 million decreasing by € 5.5 million compared to June 2019.
Net outflow related to cost of net debt of € 2.0 million increased by 1.4 million compared with the first semester 2019 due to the new bonds contracted during the second semester of last year.
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Cash outflow linked to reorganization costs and rationalization costs represented respectively € 1.9 million and € 0.7 million.
Integration costs of € 22.9 million included a large part of costs linked to the acquisition of SIX Payment Services and cost related to post acquisition integrations.
Net financial investments amounted to € 2.1 million. In June 2019 it included in particular collection related to Visa receivable for € 11.5 million.
Other changes of € -14.0 million corresponded mainly to € -8.8 million of other items of Other operating income and expenses and € -5.2 million of other financial cost.
As a result, the Free Cash Flow (FCF) generated in the first semester 2020 was € 131.7 million.
The Net material acquisitions of € 49.3 million represented mainly collection of the price adjustment linked to the acquisitions of SIX Payment Services in June 2020.
In June 2020, the € 3.3 million Capital increase corresponded to the issuance of common stock following employee's exercise of stock options.
The amortization of interests on convertible bonds was € 3.1 million in the first semester 2020.
Foreign exchange rate fluctuation which is determined on debt or cash exposure by country had a negative impact on net cash of € 8.9 million.
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B.3. Financing policy
Financing structure
Worldline's expected liquidity requirements are currently fully covered by the gross cash and long-term committed credit facility.
In this respect, on December 20, 2018, Worldline SA (as Borrower) signed a five-year Revolving Credit Facility (the "Facility") for an amount of € 600 million, maturing in December 2023 with an option for Worldline to request the extension of the Facility maturity date until December 2025. In October 2019, first extension has been requested and approved by the banks. The revolving credit Facility maturity date is now December 2024.
Under the terms of the initial agreement, the Facility included one financial covenant, which was the consolidated leverage ratio (net debt divided by Operating Margin before Depreciation and Amortization) that should not be greater than 2.5 times. In December 2019, the cancellation of the financial covenant was obtained and the Facility does not include any more this financial covenant.
The Facility has been arranged by a syndicate of 13 international banks. The Facility will be available for general corporate purpose. At the end of June 2020, the Facility is not used.
Furthermore, Worldline has issued a "Negotiable European Commercial Papers" program (NEU CP) on April 12, 2019 to optimize its financial charges and improve Group's cash for a maximum initial amount of € 600 million. At the end of June 2020, the outstanding amount of the program was € 100 million.
In addition Worldline has issued on July 30, 2019 interest-free bonds convertible into new shares and/or exchangeable for existing shares of Worldline for an amount of € 600 million maturing on July 30, 2026, unless the bonds have been subject to early redemption, conversion or purchase and cancellation. Worldline has issued subsequently, on September 18, 2019, bonds for an amount of € 500 million. Such bonds are to mature on September 18, 2024 and produce interest of 0.25% per year on the outstanding principal amount. These two bonds have financed the acquisition of the 36.4% minority stake of equensWorldline, which has been paid entirely in cash during September 2019.
On March 30, 2020, in the context of the financing of the cash component of the contemplated acquisition of Ingenico to be paid by Worldline to holders of Ingenico shares and/or OCEANEs having tendered their Ingenico shares and/or OCEANEs to the offer (and, if applicable, to the reopened offer), Worldline concluded a mandate letter with 8 international banks pursuant to which the said banks have agreed to make available to Worldline a bridge credit facility for a maximum amount of € 2.6 billion (the "Bridge Credit Facility").
On June 23, 2020, under a € 4 billion EMTN (Euro Medium Term Note) listed in Luxemburg and signed on June 22 , 2020, Worldline completed two bonds issuances for an amount of € 500 million each. The first bond issue is to mature on June 30, 2023 and produces interest of 0.50% on the outstanding principal amount. The second bond issue is to mature on June 30, 2027 and produces interest of 0.875% on the outstanding principal amount. The proceeds of the two bonds issuances will be used for the pre-financing of the contemplated acquisition of Ingenico and/or for general corporate purposes. The bonds are rated BBB by S&P Global Ratings, in line with the corporate credit rating of the Company, and the terms and conditions reflect standard Investment Grade documentation. The bonds are listed on the Luxemburg Stock Exchange. The amount of commitments available under the Bridge Credit Facility was reduced by the proceeds of these two bond issuances amounting to € 1 billion.
On July 7, 2020, the Bridge Credit Facility was signed at Worldline's request with the 8 international banks that signed the mandate letter, for an amount thus reduced to € 1.6 billion, with a one-year maturity (with extension options).
On July 23, 2020, Worldline initiated an issuance of bonds convertible into new shares and/or exchangeable for existing shares of Worldline for an amount of € 600 million maturing on July 30, 2025, unless the bonds have been subject to early redemption, conversion or purchase and cancellation. Proceeds are dedicated to financing of the acquisition of Ingenico and/or to general corporate purposes.
The amount of available commitments under the Bridge Credit Facility agreement was reduced by € 700 million, corresponding to the proceeds of the convertible bond issue dated July 23, 2020 (see above) and the use of available cash at Worldline. The amount of commitments available under the Bridge Credit Facility now amounts to 900 million euros.
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Investment grade rating
On September 4, 2019, Standard & Poor's Global has assigned an "investment grade" BBB issuer credit rating to Worldline, with a stable outlook. This rating was affirmed on February 3, 2020 in the context of the planned acquisition of Ingenico.
Investment policy
Worldline has a policy to lease its office space and other real estate assets either administrative or technical. Some other fixed assets such as IT equipment and company cars may be financed through leases depending on the cost of funding and on the most appropriate type of financing for each new investment.
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- INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
C.1. Interim condensed consolidated income statement
C.2. Interim condensed consolidated statement of comprehensive income
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C.3. Interim condensed consolidated statements of financial position
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C.4. Interim condensed consolidated cash flow statement
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C.5. Interim condensed consolidated statement of changes in shareholder's equity
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C.6. Notes to the interim condensed consolidated financial statements
General information
Worldline SA, the Worldline Group's parent company, is a public limited company under French law whose registered office is located at 80, Quai Voltaire, 95870 Bezons, France. The company is registered with the Registry of Commerce and Companies of Pontoise under the reference 378 901 946 RCS Pontoise. Worldline SA shares are traded on the Euronext Paris market under ISIN code FR0011981968. The shares are not listed on any other stock exchange and Worldline SA is the only listed company in the Group. The company is administrated by a board of directors.
Worldline is a European leader and a global market player in the electronic payment and transactional services sector. Worldline activities are organized around three axes: Merchant Services, Financial Services and Mobility & e-Transactional Services.
These interim condensed consolidated financial statements were approved by the Board of Directors on July 22, 2020.
Note 1: Accounting rules and policies
Basis of preparation of interim condensed consolidated financial statements
The 2020 interim condensed consolidated financial statements have been prepared in accordance with the applicable international accounting standards, as endorsed by the European Union and of mandatory application as at January 1, 2020.
The international standards comprise the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), the International Accounting Standards (IAS), the interpretations of the Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations Committee (IFRIC).
These interim consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2019. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
Changes in accounting policies
As of January 1, 2020, the Group applied the following standards, interpretations and amendments that had no material impact on the Group financial statements:
- Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform;
- Amendments to IFRS 3 - Definition of a Business;
- Amendments to IAS 1 and IAS 8 - Definition of Material;
- Amendments to References to the conceptual framework in IFRS Standards.
Except for new standards and amendments effective for the periods beginning as of January 1, 2020, the accounting policies applied in these interim consolidated financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended December 31, 2019.
The Group has not early adopted any standard or interpretation not required to be applied for periods beginning as or after January 1, 2020. The Group does not apply IFRS standards and interpretations that have not been yet approved by the European Union at the closing date.
These interim condensed consolidated financial statements are presented in euro, which is the Group's functional currency. All figures are presented in € million with one decimal.
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Accounting estimates and judgments
The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, income and expense in the financial statements and disclosures of contingent assets and liabilities at the closing date.
Material judgments made by the management on accounting principles applied, as well as the main sources of uncertainty related to the estimates used to elaborate the 2020 interim consolidated financial statements remain identical to those described in the last annual report.
Significant accounting policies
In addition to the accounting principles as disclosed in the annual consolidated financial statements, significant accounting principles are relevant for the interim consolidated financial statements and are presented in:
- Note 8 - Income Tax;
- Note 10 - Goodwill and impairment tests;
- Note 12 - Right-of-use assets & lease liabilities;
- Note 18 - Pensions and similar benefits;
- Note 19 - Borrowings.
Impairment of assets
Goodwill and assets that are subject to amortization are tested for impairment whenever events or circumstances indicate that the carrying amount could not be recoverable. If necessary, an impairment loss is recognized for the amount by which the asset's carrying value exceeds its recoverable value. Such events and circumstances include but are not limited to:
- significant deviance of economic performance of the asset when compared with budget;
- significant worsening of the asset's economic environment;
- loss of a major client;
- significant increase in interest rates.
In the frame of the Covid-19 crisis the Group updated the last impairment tests performed in 2019. Based on this analysis no impairment loss has been identified. The impact of Covid-19 pandemic on Worldline business operations are further described in Note 2.
Pensions and similar benefits
The remeasurement principle for pension liabilities and assets at interim periods is the following: actuarial remeasurements are only triggered if there are significant impacts on both the obligations and plan assets and limited to the Group's most significant pension plans. For less significant plans actuarial projections are used.
Corporate income tax
The income tax charge includes current and deferred tax expenses. For the purposes of the interim condensed consolidated financial statements, consolidated income tax expense is determined by applying the estimated effective tax rate for the full year to the "half-year net income before tax". The estimated effective tax rate for the full-year is determined on the basis of forecasted current and deferred tax expense for the year in the light of full-year earnings projections.
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Note 2: Significant events of the semester
Creation of a new world-class leader in payment services: Planned acquisition of Ingenico
As a reminder, on February 3, 2020, Worldline and Ingenico Group SA announced that their respective Boards of Directors had unanimously approved a business combination agreement pursuant to which Worldline would launch a tender offer for all Ingenico shares, consisting of a 81% share and 19% cash transaction, as of last closing prices, as well as outstanding OCEANEs.
Upon closing, former Worldline shareholders would own c.65% of the combined entity and former Ingenico shareholders would own c.35% of Worldline.
This transaction would combine two premier companies to create the world's number four player in payment services with circa 20,000 employees in approximately 50 countries with physical presence. Upon closing, the new combined group would offer payment services to nearly 1 million merchants and 1,200 financial institutions, with estimated pro forma revenue reaching c. € 5.3 billion in 2019, out of which c. € 2.5 billion in merchant payment and transaction-related services.
On June 9, 2020, Worldline's General Meeting approved with a vast majority (99.59%) the issuance of shares as part of the tender offer by Worldline on the shares and convertible bonds (OCEANEs) issued by Ingenico.
Please refer to the press release issued on February 3rd, 2020 regarding this transaction for further details regarding conditions and commitments agreed between Ingenico and Worldline.
Issuance of fixed rate unsecure notes for a total value 1 bn €, in the context of the planned acquisition of Ingenico
On June 23, 2020, Worldline issued fixed rate senior unsecured notes for a total value of € 1 billion, in the Euro bond marke t, in 2 tranches of € 500 million each with respective maturities of 3 years (0.5% coupon) and 7 years (0.875% coupon). Worldline intends to use the proceeds primarily for the pre-financing of the contemplated acquisition of Ingenico.
Impact of the COVID-19 pandemic on Worldline financial statements
After a solid growth recorded in January and February, the Group's business was impacted by strict distancing and confinement measures as well as store lock-down imposed to non-essential retail in the context of the COVID-19 pandemic, starting in March in most of its key markets.
As a consequence, number of transactions processed notably for merchants, banks and transportation companies dropped sharply from March, affecting the revenue and profitability of all 3 Business lines of the Group.
With the gradual ease of these restrictions in the course of the second quarter, and the wider adoption of electronic payments, volumes of transactions increased progressively during the second quarter, and was close to 2019 levels by end of June for domestic payment transactions.
This resulted in a limited decrease of the Group's revenue during the first semester of less than -6%.
Strong actions to adapt the cost base to COVID-19 consequences were also taken, in particular on personnel and discretionary expenses, with a limited recourse to government-funded temporary unemployment schemes. As a result, the operating margin of the Group reached €165.3 million for the first half, limiting its decline to -190 basis points compared with the first semester of 2019.
Further sale by Atos of c. 13.1% of Worldline share capital on February 4, 2020
On February 4, 2020, Atos has completed the sale of c. 23.9 million Worldline shares, representing c. 13.1% of the Worldline share capital.
Following this operation Atos holds ca. 7.0 million Worldline shares, representing ca. 3.8% of the Worldline share capital, which are underlying the exchangeable bonds. In case of exchange in full of the bonds, Atos would no longer hold any Worldline shares and voting rights.
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Note 3: Segment information by Global Business Lines
According to IFRS 8, reported operating segments profits are based on internal management reporting information that is regularly reviewed by the chief operating decision maker, and is reconciled to Group profit or loss. The chief operating decision maker assesses segments profit or loss using a measure of operating profit. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the company CEO who makes strategic decisions.
The internal management reporting is designed based on Global Business Lines (Merchant Services, Financial Services and Mobility & e-Transactional Services). Global Business Lines have been determined by the Group as key indicators by the Chief operating decision maker. As a result and for IFRS 8 requirements, the Group discloses Global Business Lines (GBL) as operating segments. Each GBL is managed by a dedicated member of the Executive Committee.
The P&L indicators as well as the assets have been allocated according to these GBL segments. On OMDA, a part of the cost related to Global Structures has not been allocated by GBL. Regarding Group Assets, the shared assets not allocated by GBL primarily relate to shared infrastructure delivering mutualized services to those three GBL.
The geographical scope and the activities covered by each operating segment are as follows:
Inter-segment transfers or transactions are entered into under normal commercial terms and conditions that would also be available to unrelated third parties. No external customer generates more than 10% of total Group sales. The operating segment information for the period was the following:
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The "Merchant Services" external revenue is presented net of interchange bank commissions received on behalf of credit card companies.
Operating margin before depreciation and amortization (OMDA) represents the underlying operational performance of the current business and is determined as follows:
The geographical segment information for the period was the following:
Note 4: Personnel expenses
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Note 5: Non personnel operating expenses
Note 6: Other operating income and expenses
Other operating income and expenses relate to income and expenses that are unusual and infrequent.
Staff reorganization expenses of € 1.5 million increased by € 0.2 million compared to last year and correspond mainly to the restructuring costs induced by the recent acquisitions.
The € 0.4 million of rationalization and associated costs resulted mainly in administrative back office transformation. Those costs have decreased by € 1.5 million compared to the first half of 2019.
Integration and acquisition costs reached € 31.9 million, an increase of € 14.6 million compared to the prior period, and corresponded mainly to SIX Payment Services post-acquisition and integration costs and to the costs related to the contemplated acquisition of Ingenico.
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Equity based compensation & associated costs reached € 12.2 million increased by € 2.9 million compared to last year. During the semester two new plans have been settled with the following characteristics:
The six-month2020 amortization of customer relationship and patents (PPA from acquisitions) of € 36.6 million corresponds mainly to:
- € 28.2 million of SIX Payment Services customer relationships, technologies and patents;
- € 3.8 million of Equens and Paysquare customer relationships;
- € 1.1 million of MRL Posnet customer relationships and technologies;
- € 1.1 million of Cataps (KB Smartpay) customer relationships.
Note 7: Net Financial Result
Net financial expense amounted to € 12.5 million for the period (compared to an income of € 82.9 million at the end of June
2019) and was made up of:
- A net cost of financial debt of € 5.6 million (€ 0.4 million at the end of June 2019); and
- A non-operational financial expense of € 6.9 million (profit of € 83.4 million at the end of June 2019).
The net cost of financial debt of € 5.6 million is mainly made up of interests linked to convertible bonds for € 3.1 million and straight bonds for € 1 million.
The non-operational financial expense was mainly composed of:
- Foreign exchange losses for € 5.2 million (€ 0.7 million at the end of June 2019);
- The recognition in the consolidated income statement of the variation of the fair value of the Visa preferred shares for a profit of € 2.9 million (€ 16.8 million at end of June 2019);
- Financial interests on lease liability (IFRS 16) for € 1.9 million (€ 1.7 million at end of June 2019);
- Impairment on Participating Interests in TWINT for € 1.9 million; and
- Pension financial costs for € 0.8 million. The pension financial costs represent the difference between interest costs on defined benefit obligations and the interest income on plan assets for plans which are funded.
In the first semester 2019 the non-operational financial expenses were mainly composed of the recognition of the fair value adjustment of the contingent liability linked to the acquisition of SIX Payment Services representing an expense of € 70.0 million and the variation of the fair value of the Visa preferred shares for a profit of € 16.8 million.
Note 8: Income tax expenses
The tax charge for the six-month period ended June 30, 2020 was € 16.4 million with a profit before tax of € 69.3 million. The annualized Effective Tax Rate (ETR) of 23.4% adjusted for tax discrete items leads to an ETR of 23.6% to compare with an ETR of 23.7% for the first semester of 2019.
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Note 9: Earnings per Share
Basic and diluted earnings per share are reconciled in the table below. Potential dilutive instruments comprise stock options, which do not generate any restatement of net income used for the diluted EPS calculation and convertible bonds interest expenses net of tax for € 2.1 million. As of end of June 2020, potential dilutive instruments comprised stock options for 871,567 options and convertible bonds effect for 5,813,953 options.
Note 10: Goodwill
Goodwill mainly corresponds to:
- € 2,198.4 million related to acquisitions of SIX Payment Services;
- € 450.8 million related to the acquisitions of Equens/Paysquare and Cataps.
- € 243.3 million related to Banksys acquisition;
- € 46.4 million related to the acquisition of MRL Posnet;
- € 41.3 million related to the acquisition of Worldline Baltics (former First Data Baltics); and
- € 33.0 million related to the acquisition of WOPA (former DRWP).
In the COVID-19 economic crisis context, impairment tests on CGUs (Cash Generating Units) have been performed based on revised business plans. These tests did not lead to any impairment charge.
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Note 11: Intangible assets
Development capitalized costs are related to the modernization of proprietary technological platforms for € 23.7 million. At June 30, 2020, the net book value of those capitalized cost amounted to € 188.1 million.
Note 12: Right-of-Use assets and Lease liabilities
Right-of-Use assets
Lease liabilities
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Note 13: Non-current financial assets
Fair value of non-consolidated investments mainly corresponds to Visa preferred shares.
Investments in associates relates to the investment in Intouch.
Note 14: Trade accounts and notes receivable
Contract asset evolution usually reflects the revenue growth, activities associated to build revenue and sometimes license revenue related to Worldline intellectual property corresponding to distinct performance obligations in large outsourcing contracts in line with IFRS15, as well as projects and upsell activities with existing customers often invoiced at completion.
Note 15: Other current assets
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Note 16: Cash and cash equivalents
Note 17: Shareholder equity
At the end of June 2020, the total of shares reached at 182,960,921 with a nominal value of € 0.68. During the first semester, 196 464 shares have been created following the grant of performance shares and exercise of stock-option rights by executives and employees of the Group. Common stock was therefore increased from € 124,279,830.76 to € 124,413,426.28.
Note 18: Pensions and similar benefits
The remeasurement principle for pension liabilities and assets at interim periods is the following: actuarial remeasurements are only triggered if there are significant impacts on both the obligations and plan assets and limited to the Group's largest pension plans. For less material plans, straightforward actuarial projections are used.
The Corporate bond interest rate markets for all major zone/countries were particularly volatile this first half of the year due to the COVID19 crisis, with a peak at the end of March 2020. The discount rate curves have been downward sloping since then, as a consequence of the drop in the sovereign bond rates combined with the reduction in the credit spread. The discount rates at June, 30 2020 have decreased since December 31, 2019, for the UK but have remained stable for Switzerland and in the Eurozone.
The fair value of plan assets for the major UK and Swiss schemes have been remeasured as at June 30, 2020.
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The net total amount recognized in the balance sheet in respect of pension plans per June 30, 2020 is a liability of € 166.1 million (compared to a liability of € 143.5 million per December 31, 2019). The increase in the net provision is mainly explained by the underperformance of the Assets of the Swiss foundation, as a consequence of the turmoil related to the COVID19 crisis. However, the estimated funding ratios in Switzerland, on a technical basis, do not require any solvency measures, at this stage.
The net impact of defined benefits plans on Group profit and loss can be summarized as follows:
Note 19: Borrowings
Worldline launched on June 23, 2020 an offering of fixed rate senior unsecured notes, in the euro bond market, in 2 tranches with respective maturities of 3 years and 7 years:
- A € 500 million tranche maturing in 3 years with a 0.500% coupon and a 0.528% yield;
- A € 500 million tranche maturing in 7 years with a 0.875% coupon and 0.980% yield.
These bonds were issued for the pre-financing of the contemplated acquisition of Ingenico and/or for the general corporate purposes.
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Note 20: Trade accounts and notes payable
Trade accounts and notes payable are expected to be paid within one year.
Note 21: Other current liabilities
Other current liabilities are mainly expected to be settled within one year.
Note 22: Related parties
On the one hand, SIX Group provided services to Worldline including:
- The invoicing of delivery infrastructure;
- The reinvoicing of premises;
- The invoicing of administrative services.
On the other hand, Worldline provided transactional services to SIX Group.
These transactions are entered into at market conditions.
The related party transactions are detailed as follows:
SIX
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The receivables and liabilities included in the statement of financial position linked to the related parties are detailed as follows:
Note 23: Subsequent events
Further progresses made since July 1, 2020 regarding the planned acquisition of Ingenico
Further progress has been made since July 1st, 2020 towards the processes to be completed and the approvals to be obtained to close the transaction. In particular:
Regarding the tender offer:
- On July 8, 2020, Worldline filed its draft offer document relating to Worldline's tender offer for Ingenico securities and Ingenico filed its draft reply document, with the Autorités des Marchés Financiers (AMF). The tender offer and the draft offer document remain subject to review by the AMF, which will assess their compliance with applicable laws and regulations.
- All other regulatory clearances required for the opening of the offer pursuant to banking/financial and foreign investment regulations have already been obtained. The social process for the acquisition has been completed as well.
-
Once opened, the tender offer will only subject to the following conditions precedent (Worldline reserves the right to waive the benefit of each of these conditions):
o Clearance under merger control by the European Commission,
o Worldline obtaining a number of Ingenico shares representing at least 60% of Ingenico's share capital on a fully diluted basis3.
Regarding the financing of the offer:
Net proceeds of the bond issuance have been pledged early July for the benefit of BNP as the bank guaranteeing the offer made on Ingenico securities.
In addition to the € 1 billion bond issued on June 23, 2020, a bridge credit facility agreement for the transaction has been signed on July 6, 2020 by a pool of 8 banks for an amount up to € 1.6 billion. That bridge financing will be available for duration of up to 2 years.
3 If Worldline were to waive this condition, the caducity threshold set at 50% of the share capital or voting rights (on a non-diluted basis) by the applicable regulation will remain applicable.
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C.7. Statutory auditor's review report on the half -yearly financial information for the period from January 1 to June 30, 2020
This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by the General Meetings and in accordance with the requirements of article
- 451-1-2-IIIof the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:
- the review of the accompanying condensed half-yearly consolidated financial statements of Worldline, for the period from January 1 to June 30, 2020,
- the verification of the information presented in the half-yearly management report.
These half-year condensed consolidated financial statements were prepared under the responsibility of the Board of Directors on July 22, 2020 on the basis of the information available at that date in the evolving context of the crisis related to Covid-19 and difficulties in assessing its impacts and future prospects. Our role is to express a conclusion on these financial statements based on our review.
I. Conclusion on the financial statements
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half- yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.
II. Specific verification
We have also verified the information presented in the half-yearly management report commenting the condensed half-yearly consolidated financial statements subject to our review prepared on July 22, 2020.
We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Paris-La Défense and Neuilly-sur-Seine, July 23, 2020
The Statutory Auditors
French original signed by
Deloitte & Associés | Grant Thornton |
French member of Grant Thornton International | |
Véronique Laurent | Virginie Palethorpe |
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- PERSONS RESPONSIBLE
D.1. For the Amendment of the 2019 Universal Registration Document
Gilles GRAPINET
Chairman & Chief Executive Officer
D.2. For the accuracy of the Amendment of the 2019 Universal Registration Document
I hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Universal Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import.
I hereby declare that, to the best of my knowledge, the 2020 half-year condensed consolidated financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and all the other companies included in the scope of consolidation, and that the half-year management report (here attached) presents a fair picture of significant events occurring during the first six months of the year, their impact on the financial statements, the main transactions between related parties as well as a description of the main risks and uncertainties for the remaining six months of the year.
Bezons, August 6, 2020
Gilles GRAPINET
Chairman & Chief Executive Officer
D.3. For the audit
Appointment and term of offices
Statutory auditors | Substitute auditors |
Deloitte & Associés (represented by Véronique Laurent) | Cabinet B.E.A.S. |
Appointed on: June 30,1997, renewed on March 29, | Appointed on: June 30,1997, renewed on March 29, |
2004, May 28, 2010, and in May 26, 2016 for a term of | 2004, May 28, 2010, and in May 26, 2016 for a term of |
6 years | 6 years |
Term of office expires: at the end of the AGM held to | Term of office expires: at the end of the AGM held to |
adopt the 2021 financial statements | adopt the 2021 financial statements |
Grant Thornton (represented by Virginie Palethorpe) | Cabinet IGEC |
Appointed on: April 30, 2014 and renewed on June 9, | Appointed on: April 30, 2014 and renewed on June 9, |
2020 for a term of 6 years | 2020 for a term of 6 years |
Term of office expires: at the end of the AGM held to | Term of office expires: at the end of the AGM held to |
adopt the 2025 financial statements | adopt the 2025 financial statements |
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- RISK FACTORS
The Group has conducted a review of risks that could have a significant impact on its business or results (or its ability to achieve its objectives) and considers that there are no significant other risks than those presented in Section F "Risk Factors" of the 2019 Universal Registration Document filed with the AMF on April 29, 2020.
Impact of the Coronavirus pandemic (COVID-19)
Worldline reiterates, in particular, the risk factor described in its 2019 Universal Registration Document in Section F.2.5.1 related to the impact of the Coronavirus pandemic (COVID-19), which is regularly monitored by management at Group and local entity level.
The recent evolution of the risk relating to the Coronavirus (COVID-19) pandemic has necessitated a reassessment of its impact at Group level. This pandemic constitutes a health, operational and financial risk. Initially appearing only in Asia -Pacific in December 2019, this virus spread rapidly and virulently in Europe and the rest of the world, leading to significant measures, in particular restrictions and containment measures taken by the governments in various countries in a context that is highly changing and uncertain in terms of duration, thus generating significant consequences on the global economy that were not initially anticipated. The spread of this virus and its consequences, in particular the measures taken by governments or stakeholders in response, is likely to affect the health of employees and service providers, the Group's operations and projects, as well as its financial situation. Although the impacts are difficult to quantify at this stage, the main risk factors of this pandemic have been identified. Without being exhaustive, they can be summarized as follows:
-
Health impacts on the health and activities of the Group's employees and service providers, which could lead to restrictions and/or disruptions in the conduct of operations or the loss of employees in critical positions (see Section
F.2.4 "Service delivery quality and business continuity" of the 2019 Universal Registration Document); - Operational impact due to the disruption of industrial supply chains for products or equipment from countries affected by this pandemic (see Section F.2.5.6 "Suppliers" of the 2019 Universal Registration Document); and
- Financial impacts resulting from the global slowdown in economic activity involving lower transaction volumes and non-payment in sectors specifically affected by the health crisis or on the availability or cost of financial resources (see Section F.2.5.9 "Macro-economic changes and country risks" of the 2019 Universal Registration Document).
Please also refer to the other risk factors included in the 2019 Universal Registration Document at Section F.2.
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- CORPORATE GOVERNANCE AND OTHER ADDITIONAL INFORMATION
F.1. Directors renewals and appointments and composition of the Board of Directors
The Company's combined general meeting held on June 9, 2020 (the "General Meeting") approved all the proposed renewals of terms of office of directors. In particular, it renewed the terms of office as director of Mr. Gilles GRAPINET, Chairman and Chief Executive Officer, for a period of three years and thereby reiterated its confidence until 2023. It also renewed the terms of office as directors of Ms. Giulia FITZPATRICK and Mr. Aldo CARDOSO for a period of three years and ratified the interim appointment of Mr. Daniel SCHMUCKI as director and the nomination of Mr. Gilles ARDITTI and Mr. Jos DIJSSELHOF as censors.
Following these nominations and renewals, the Board also confirmed the composition of each of the Board's Committees, which therefore remains unchanged compared to the composition described at Section G.2.3.1 of the 2019 Universal Registration Document.
Consequently, as of the date of this Document, the Board of Directors is comprised of eleven members (including one director representing the employees), six of whom were qualified by the Board of Directors as independent directors pursuant to the criteria set forth in the AFEP-Medef Code of Governance for listed companies (the "AFEP-Medef Code"), five other as non- independent directors (including the Chairman and Chief Executive Officer and the director representing the employees4) plus two censors (censeurs) and a representative of the Social and Economic Committee (the latters having no voting right).
4 An second director representing the employees will be nominated in accordance with Worldline's bylaws, as amended by the Annal General Meeting held on June 9, 2020.
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PERSONAL INFORMATION | EXPERIENCE | POSITION ON THE BOARD | ||||||||||
Name | Age | Gender | Nationality | Number of | Number of | Independency1 | Date of first | End of term | Seniority at the | Committee | ||
shares held | corporate | appointment | of office | Board as a | member | |||||||
mandates in other | director | |||||||||||
listed companies | ||||||||||||
Chairman and | ||||||||||||
Chief Executive | Gilles GRAPINET | 57 | M | French | 152,748 | 0 | No | April 30, 2014 | AGM 2023 | 6 | SER/SI | |
Officer | ||||||||||||
Aldo CARDOSO | 64 | M | French | 1,500 | 4 | Yes | June 13, 2014 | AGM 2023 | 6 | A*/SI | ||
Giulia FITZPATRICK | 60 | F | American; | 750 | 0 | No | November 30, | AGM 2023 | 1 | A/SER/SI | ||
Italian | 2018 | |||||||||||
Lorenz von | Austrian; | |||||||||||
HABSBURG | 64 | M | 750 | 0 | No | April 30, 2019 | AGM 2021 | 1 | N&R*/SI | |||
Belgian | ||||||||||||
LOTHRINGEN | ||||||||||||
Mette KAMSVÅG | 49 | F | Norwegian | 1,000 | 0 | Yes | April 30, 2019 | AGM 2022 | 1 | A/SER | ||
Directors | Danielle LAGARDE | 60 | F | French | 2,740 | 0 | Yes | December 12, | AGM 2021 | 3 | N&R/SER* | |
2016 | ||||||||||||
Georges PAUGET | ||||||||||||
(Lead independent | 73 | M | French | 750 | 2 | Yes | April 30, 2019 | AGM 2022 | 1 | |||
director) | ||||||||||||
Luc RÉMONT | 50 | M | French | 1,500 | 1 | Yes | June 13, 2014 | AGM 2022 | 6 | A/N&R/SI | ||
Daniel SCHMUCKI | 52 | M | Swiss | 750 | 0 | No | March 19, 2020 | AGM 2021 | Less than a year | A/SI* | ||
(as director) | ||||||||||||
Susan M. TOLSON | 58 | F | American | 1,500 | 3 | Yes | June 13, 2014 | AGM 2022 | 6 | A/N&R | ||
Director | Marie-Christine | 1002 | ||||||||||
representing the | 57 | F | French | 0 | No | May 17, 2019 | AGM 2022 | 1 | SER | |||
employees | LEBERT | |||||||||||
Earliest of (i) | ||||||||||||
closing of | ||||||||||||
Gilles ARDITTI | 64 | M | N/A2 | March 19, 2020 | acquisition of | Less than a | ||||||
French | 0 | N/A | the control of | year (as | ||||||||
Censors | (as censor) | Ingenico or | censor) | |||||||||
(ii) AGM | ||||||||||||
2021 | ||||||||||||
Jos DIJSSELHOF | 54 | M | Dutch | N/A² | 0 | N/A | March 19, 2020 | AGM 2021 | Less than a | |||
year | ||||||||||||
Julie NOIR de CHAZOURNES, representative of the Social and Economic Committee, also attends the meetings of the Board of Directors, without voting rights.
AGM: Annual General Meeting; N&R: Nomination and Remuneration Committee; A: Audit Committee; SI: Strategy & Investment Committee; SER: Social and Environmental Responsibility Committee. * Chairman
- The analysis of the independence of each Director is set forth under section G.2.3.3 of the 2019 Universal Registration Document.
- In accordance with the Internal Rules of the Board of Directors' provisions, the newly appointed directors are required to own Worldline's shares but such a requirement does not apply to the director representing the employees nor the censors. He/she has six months following his/her first appointment to become compliant with this requirement.
The General Meeting also decided the appointment to the Board of Directors of the Company of new directors from the Ingenico Board of Directors as of and subject to the closing of the acquisition of control of Ingenico Group (see Section F.4 of this Document).
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F.2. Management mode
Following the renewal of the term of office as director of Mr. Gilles GRAPINET (see Section F.1 of this Document), the Board of Directors during its meeting held after the General Meeting renewed Mr. Gilles GRAPINET's mandate as Chairman and Chief Executive Officer and Mr. Marc-Henri DESPORTES' mandate as Deputy Chief Executive Officer. Nevertheless, in the context of the contemplated acquisition of Ingenico, it has been agreed that the functions of Chairman and the functions of Chief Executive Officer be separated with Mr. Bernard BOURIGEAUD (current chairman of the Board of Directors of Ingenico) expected to take over the position of non-executive Chairman of the Board of Directors of Worldline at closing while Mr. Gilles GRAPINET would remain Chief Executive Officer. It should be pointed out that the General Meeting approved the appointment of Mr. Bernard BOURIGEAUD, who is proposed to act as Chairman of the Board of Directors as of, and subject to the completion of the acquisition of control of Ingenico Group (see Section F.4 of this Document).
F.3. Annual General Meeting of June 9, 2020
The Annual General Meeting held on June 9, 2020 approved all the resolutions submitted by the Board of Directors. The results of the votes at the Combined General Meeting together with the documentation on the adopted resolutions are available on the Company's website, worldline.com, Investors section.
In particular, the General Meeting approved the parent company accounts and the consolidated accounts for the financial year ending December 31, 2019.
The General Meeting expressed their strong support to the contemplated acquisition of Ingenico Group and overwhelmingly approved all the resolutions in that respect. Notably, the General Meeting approved with a vast majority (99.59%) the issuance of shares as part of the public offering to be initiated by the Company on the shares as part of the public offering to be initiated by the Company on the shares and convertible bonds (OCEANEs) issued or to be issued by Ingenico, which are necessary for the successful completion of the acquisition. In addition, the shareholders also voted in favor of the resolutions to be used to grant performance shares to the employees and corporate officers of Ingenico and/or its affiliated companies in substitution of the 2020 performance shares plan of Ingenico. The General Meeting also approved the appointment as members of the Board of Mr. Bernard BOURIGEAUD, Thierry SOMMELET, Michael STOLLARZ and Gilles ARDITTI as well as Mrs. Caroline PAROT, Agnès AUDIER and Nazan SOMER ÖZELGIN, in each case subject to and effective upon closing of the acquisition of Ingenico, and also approved, subject to the same condition, the proposal to amend the bylaws to increase the age limit applicable to the Chairman of the Board of Directors.
The General Meeting approved the elements of compensation and benefits paid or awarded to Mr. Gilles GRAPINET, Chairman and Chief Executive Officer, and to Mr. Marc-Henri DESPORTES, Deputy Chief Executive Officer, for the financial year ending December 31, 2019 or awarded to them to the same. The General Meeting also approved the features and criteria for setting, allocating, and granting, the fixed, variable, long-term and exceptional elements making up the total compensation and benefits of all kinds attributable to the Executive Senior Officers for the financial year ending December 31, 2020. The report on the compensation of Corporate Offices and the 2020 compensation policies applicable to the Senior Executive Officers and to the non-executive directors were also approved.
The General Meeting approved all the related-party agreements submitted to its approval. These agreements are described in Section F.6 of this Document.
Furthermore, the General Meeting approved all financial delegations granted to the Board of Directors and adopted all proposed amendment to the bylaws, notably the provisions to enable the nomination of a second director representing the employees and the Company's purpose ("raison d'être"): "We design and operate leading digital payment and transactional solutions that enable sustainable economic growth and reinforce trust and security in our societies. We make them environmentally friendly, widely accessible and support social transformation."
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F.4. Contemplated board composition further to the acquisition of control of Ingenic o
Information about the new directors from the Ingenico Board of Directors appointed as of and subject to the closing of the acquisition of control of Ingenico Group can be found in pages 75 et seq. of the convening notice (brochure) to the General Meeting.
PERSONAL INFORMATION | EXPERIENCE | POSITION ON THE BOARD | ||||||||||||
Name | Age | Gender | Nationality | Number of | Number of | Independency1 | Date of first | End of term | Seniority at the | |||||
shares held | corporate | appointment | of office | Board as a | ||||||||||
mandates in other | director | |||||||||||||
listed companies | ||||||||||||||
Chief Executive | Gilles GRAPINET | 57 | M | French | 152,748 | 0 | No | April 30, 2014 | AGM 2023 | 6 | ||||
Officer | ||||||||||||||
Chairman of the | Bernard | 2 | Transaction | |||||||||||
Board of | 76 | M | French | N/A | 1 | Yes | AGM 2023 | None | ||||||
BOURIGEAUD3 | completion date | |||||||||||||
Directors | ||||||||||||||
Gilles ARDITTI3 | 64 | M | French | 22,539 | 0 | No | April 30, 2014 | AGM 2023 | 6 | |||||
Agnès AUDIER | 3 | 55 | F | French | N/A | 2 | 1 | Yes | Transaction | AGM 2021 | None | |||
completion date | ||||||||||||||
Aldo CARDOSO | 64 | M | French | 1,500 | 4 | Yes | June 13, 2014 | AGM 2023 | 6 | |||||
Giulia FITZPATRICK | 60 | F | American; | 750 | 0 | No | November 30, | AGM 2023 | 1 | |||||
Italian | 2018 | |||||||||||||
Lorenz von | Austrian; | |||||||||||||
HABSBURG | 64 | M | 750 | 0 | No | April 30, 2019 | AGM 2021 | 1 | ||||||
Belgian | ||||||||||||||
LOTHRINGEN | ||||||||||||||
Mette KAMSVÅG | 49 | F | Norwegian | 1,000 | 0 | Yes | April 30, 2019 | AGM 2022 | 1 | |||||
Danielle LAGARDE | 60 | F | French | 2,740 | 0 | Yes | December 12, | AGM 2021 | 3 | |||||
2016 | ||||||||||||||
Directors | Caroline PAROT | 3 | 48 | F | French | N/A | 2 | 1 | Yes | Transaction | AGM 2022 | None | ||
completion date | ||||||||||||||
Georges PAUGET | ||||||||||||||
(Lead independent | 73 | M | French | 750 | 2 | Yes | April 30, 2019 | AGM 2022 | 1 | |||||
director) | ||||||||||||||
Luc RÉMONT | 50 | M | French | 1,500 | 1 | Yes | June 13, 2014 | AGM 2022 | 6 | |||||
Daniel SCHMUCKI | 52 | M | Swiss | 750 | 0 | No | November 30, | AGM 2021 | Less than a year | |||||
2018 (as censor) | ||||||||||||||
Nazan SOMER | 56 | F | Turkish | N/A | 2 | 2 | Yes | Transaction | AGM 2021 | None | ||||
ÖZELGIN3 | completion date | |||||||||||||
Thierry SOMMELET | 3 | 50 | M | French | N/A | 2 | 3 | Yes | Transaction | AGM 2023 | None | |||
completion date | ||||||||||||||
Michael STOLLARZ | 3 | 54 | M | German | N/A | 2 | 0 | No | Transaction | AGM 2022 | None | |||
completion date | ||||||||||||||
Susan M. TOLSON | 58 | F | American | 1,500 | 3 | Yes | June 13, 2014 | AGM 2022 | 6 | |||||
Director | Marie-Christine | 1002 | ||||||||||||
representing the | 57 | F | French | 0 | No | May 17, 2019 | AGM 2022 | 1 | ||||||
employees4 | LEBERT | |||||||||||||
Censor | Jos DIJSSELHOF | 54 | M | Dutch | N/A | 0 | N/A | March 19, 2020 | AGM 2021 | Less than a year | ||||
AGM: Annual General Meeting; N&R: Nomination and Remuneration Committee; A: Audit Committee; SI: Strategy & Investment Committee; SER: Social and Environmental Responsibility Committee. * Chairman
- The analysis of the independence of each Director is set forth under Section G.2.3.3 Review of the Directors' independence of the 2019 Universal Registration Document. The analysis of the independency of each candidate was carried out by the Board of Directors on March 19, 2020 on the basis of the preparatory work of the Nomination and Remuneration Committee.
- In accordance with the Internal Rules of the Board of Directors' provisions, the newly appointed directors are required to own Worldline's shares but such a requirement does not apply to the director representing the employees nor the censors. It is contemplated that the candidate will purchase Company shares further to his/her appointment in order to comply with the relevant provision of the internal rules of the Board of Directors.
- Appointment as Director subject to completion of the acquisition of the control of Ingenico.
- A second director representing the employees will be nominated in accordance with Worldline's bylaws, as amended by the Annual General Meeting held on June 9, 2020.
50/65 Amendment of the 2019 Universal Registration Document
F.5. Long term incentives
F.5.1. Stock-options and performance shares plans granted on June 9, 2020
The Group is strongly committed to associating its employees with the long-term performance and results of the Company, notably through Long-Term Incentive ("LTI") plans. Beneficiaries of such LTI plans are mostly the first managerial lines of Worldline, key talents, key experts and selected juniors, and include the Senior Executive Officers.
In this context and in accordance with the authorizations granted by the shareholders' General Meeting of June 9, 2020 (respectively forty-third and forty-fourth resolution) and the approval of the twenty-eight and twenty-ninth resolutions by the latter ("Say on Pay ex ante" on the compensation of the Chairman and Chief Executive Officer and of the Deputy Chief Executive Officer), the Board of Directors dated June 9, 2020 decided, upon recommendation of the Nomination and Remuneration Committee, to grant a total of:
- 379,730 performance shares to 442 beneficiaries out of which 25,850 for Mr. Gilles GRAPINET, Chairman and Chief Executive Officer, and 13,400 for Mr. Marc-Henri DESPORTES, Deputy Chief Executive Officer;
- 101,120 stock options to 21 beneficiaries out of which 25,850 for Mr. Gilles GRAPINET and 13,400 for Mr. Marc- Henri DESPORTES.
The level of allocation to the Senior Executive Officers takes into account the recommendations of the AFEP-MEDEF Corporate Governance Code and comply with the limit of compensation in equity set by the Board of Directors (see Section G.3.1.3 (for Mr. Gilles GRAPINET) and Section G.3.1.4 (for Mr. Marc-Henri DESPORTES) of the 2019 Universal Registration Document).
The description of the terms and conditions of the stock-options and performance shares plans are set forth in Section G.3.1 of the 2019 Universal Registration Document.
F.5.2. Past awards of stock-options and performances shares
The Board of Directors dated July 22, 2020, having recalled (i) the revision of the 2020 guidance in the context of the Covid-19 pandemic and (ii) the fact that the stock-options and performance shares plans granted in 20185 and 20196 have underlying internal performance conditions for 2020 which are either based on the budget in line with the guidance communicated to the market or which are in line with the guidance communicated to the market, has acknowledged the adjustment of the 2020 internal performance conditions objectives to bring them in line with the revised 2020 budget and guidance communicated to the market7.
- Stock-optionsand performance shares plans granted on July 21, 2018.
- Stock-optionsand performance shares plans granted on January 2, 2019 to former SIX Payment Services Key People and on July 24, 2019.
- The new supplementary pension plan implemented from January 1, 2020 (the "Supplementary Pension Plan") to which the Chairman and Chief Executive Officer is entitled to, is also concerned by such adjustment. Indeed, several performance conditions used to validate the quarters taken into account when determining the pension supplement under that Supplementary Pension Plan are in line with the objectives communicated to the market for 2020. Such supplementary pension plan is reserved to Executive Committee members of Worldline SA meeting a minimum of five years seniority in Executive Committee position, employees or Senior Executive Officers of Worldline SA, and whose annual base salary exceeds fifteen times the 2020 French annual social security ceiling (see Section G.3.1.3 of the 2019 Universal Registration Document).
51/65 Amendment of the 2019 Universal Registration Document
F.5.3. Stock-options granted to or exercised by Senior Executive Officers since January 1, 2020 - AMF Tables 4 and 5
AMF TABLE 4: SUBSCRIPTION OR PURCHASE OPTIONS GRANTED TO THE SENIOR OFFICERS SINCE JANUARY 1, 2020
Since January 1, 2020, the following stock-options were granted to the Senior Executive Officers:
Number of stock- | |||||
Name | Plan Date1 | options awarded | Exercise | Acquisition Date | Expiration Date |
since January 1, Price (in €) | |||||
2020 | |||||
Mr. Gilles GRAPINET | June 9, 2020 | 25,850 | 69.73 | June 9, 2023 | June 8, 2030 |
Chairman and Chief Executive Officer | |||||
Mr. Marc-Henri DESPORTES | June 9, 2020 | 13,400 | 69.73 | June 9, 2023 | June 8, 2030 |
Deputy Chief Executive Officer | |||||
1 Corresponds to the date of the Board of Directors' meeting that approved the grant.
The description of the terms and conditions of the stock-options plan are set forth in Section G.3.1 of the 2019 Universal Registration Document.
AMF Table 5: Subscription or Purchase Options exercised by the Senior Executive Officers since January 1, 2020
Since January 1, 2020, Mr. Gilles GRAPINET and Mr. Marc-Henri DESPORTES have not exercised any Worldline stock- options.
F.5.4. Performance shares granted to Senior Executive Officers since January 1, 2020 - AMF Table 6
The following performance shares were granted to the Senior Executive Officers since January 1, 2020:
Name | Plan Date1 | Number of shares awarded | Vesting Date | Availability |
since January 1, 2020 | Date | |||
Mr. Gilles GRAPINET | June 9, 2020 | 25,850 | June 9, 2023 | June 9, 2023 |
Chief Executive Officer | ||||
Mr. Marc-Henri DESPORTES | June 9, 2020 | 13,400 | June 9, 2023 | June 9, 2023 |
Deputy Chief Executive Officer | ||||
1 Corresponds to the date of the Board of Directors' meeting that approved the grant.
The description of the terms and conditions of the performance shares plan are set forth in Section G.3.1 of the 2019 Universal Registration Document.
52/65 Amendment of the 2019 Universal Registration Document
F.5.5. Performance shares that have become available for Senior Executive Officers since January 1, 2020 - AMF Table 7
The performance shares granted on July 24, 2017, of which the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer were beneficiaries, vested on July 24, 2020 pursuant to the applicable plan rules. The vested shares are not subject to any additional holding period. The vesting conditions are detailed in Section G.3.3.6 of the 2019 Universal Registration Document.
Plan Date1 | Number of shares | |||
Name | definitely vested since | Vesting Date | Availability Date | |
January 1, 20202 | ||||
Mr. Gilles GRAPINET | July 24, 2017 | 38,022 | July 24, 2020 | July 24, 2020 |
Chief Executive Officer | ||||
Mr. Marc-Henri DESPORTES | July 24, 2017 | 25,015 | July 24, 2020 | July 24, 2020 |
Deputy Chief Executive Officer | ||||
- Corresponds to the date of the Board of Directors' meeting that approved the grant.
- Taking into account a vesting multiplier of 100.06% validated by the Board of Directors of February 18, 2020.
F.5.6. Past awards of stock-options (up to June 30, 2020) - AMF Table 8
Date of | |||||||||||
Shareholders | 2014 | 2015 | 2016 | 2016 | 2018 | 2018 | 2019 | 2020 | Total | ||
Meeting | |||||||||||
Date of Board of | |||||||||||
Directors | 3/09/2014 | 27/07/20152 | 22/02/20163 | 25/07/20164 | 21/07/2018 | 18/10/20185 | 24/07/2019 | 09/06/2020 | |||
meeting | |||||||||||
Exercise period | 15/05/2016 | 15/05/2017 | 25/05/2018 | 25/05/2018 | 21/07/2021 | 31/03/2022 | 24/07/2022 | 09/06/2023 | |||
start date | |||||||||||
Exercise period | 3/09/2024 | 31/08/2025 | 24/05/2026 | 15/08/2026 | 20/07/2028 | 1/01/2029 | 23/07/2029 | 08/06/2030 | |||
end date | |||||||||||
Strike price | 17.22 | 22.87 | 26.82 | 28.58 | 52.91 | 46.69 | 66.77 | 69.73 | |||
(in €) | |||||||||||
Options granted | 1,527,220 | 1,558,500 | 196,000 | 45,000 | 262,000 | 130,550 | 98,600 | 101,120 | 3,918,990 | ||
Of which to | |||||||||||
members of the | 189,3306 | 180,0007 | 0 | 0 | 81,0007 | 0 | 26,2507 | 25,8507 | 502,430 | ||
Board of | |||||||||||
Directors1 | |||||||||||
Number of | 92 | 138 | 52 | 2 | 18 | 5 | 19 | 21 | |||
beneficiaries | |||||||||||
Options | 954,630 | 699,661 | 92,512 | 23,000 | 0 | 0 | 0 | 0 | 1,769,803 | ||
exercised | |||||||||||
Options | |||||||||||
cancelled or | 90,300 | 154,500 | 17,000 | 0 | 0 | 0 | 0 | 0 | 261,800 | ||
expired | |||||||||||
Status on | 482,290 | 704,339 | 86,488 | 22,000 | 262,000 | 130,550 | 98,600 | 101,120 | 1,887,387 | ||
30/06/2020 | |||||||||||
- Current Board of Directors.
- The date of granting fixed by the Board of Directors is September 1st, 2015.
- The date of granting fixed by the Board of Directors is May 25th, 2016.
- The date of granting fixed by the Board of Directors is August 16th, 2016.
- The date of granting fixed by the Board of Directors is January 2nd, 2019.
- In addition to Mr. Gilles GRAPINET to whom 180,000 stock-options were granted, stock-options were also granted to Mr. Gilles ARDITTI (9,330) (current censor of the Board of Directors).
- Among the directors, stock-options were only granted to Mr. Gilles GRAPINET.
The dilutive effect of the conversion of the stock options on the share capital as at June 30, 2020 is equal to 1.03%.
As stated in Section F.5.1 of this Document, the Board of Directors, during its June 9, 2020 meeting, has decided, upon recommendation of the Nomination and Remuneration Committee, to grant a maximum amount of 101,120 stock-options of the Company. These 101,120 additional stock-options would represent 0.06% of Worldline's share capital as at June 30, 2020 if they were exercised.
53/65 Amendment of the 2019 Universal Registration Document
F.5.7. Past awards of performance shares (up to June 30, 2020) - AMF Table 10
Date of | 24/05/2018 | ||||||||||
Shareholders | 26/05/2016 | 26/05/2016 | 24/05/2017 | 24/05/2018 | and | 30/04/2019 | 09/06/2020 | Total | |||
Meeting | 30/11/2018 | ||||||||||
Date of Board of | |||||||||||
Directors | 25/07/2016 | 12/12/20162 | 24/07/2017 | 21/07/2018 | 18/10/20183 | 24/07/2019 | 09/06/2020 | ||||
meeting | |||||||||||
Plan detail | France | International | - | - | - | - | - | - | |||
Number of | 68 | 61 | 5 | 270 | 353 | 48 | 372 | 442 | |||
beneficiaries | |||||||||||
Shares granted | 263,6501 | 152,9641 | 224,2501 | 507,1181 | 366,685 | 93,700 | 326,965 | 379,730 | 2,315,062 | ||
Of which to the | |||||||||||
members of the | 43,7001 | - | - | 43,7001 | 20,250 | 0 | 26,250 | 25,850 | 159,750 | ||
Board of | |||||||||||
Directors | |||||||||||
International | 14 | ||||||||||
mobility | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
movement | |||||||||||
Shares | |||||||||||
cancelled or | 52,308 | 30,477 | 33,696 | 8,824 | 3,660 | 0 | 0 | 0 | 128,965 | ||
expired | |||||||||||
Number of | |||||||||||
shares available | 211,3425 | 122,4875 | 190,5546 | 1,007 | 0 | 0 | 0 | 0 | 525,390 | ||
on 30/06/2020 | |||||||||||
Of which to the | |||||||||||
members of the | 38,7008 | - | - | 0 | 0 | - | 0 | 0 | 38,700 | ||
Board of | |||||||||||
Directors | |||||||||||
Status as of | 211,3424 | 122,4874 | 190,5545 | 498,294 | 363,025 | 93,700 | 326,965 | 379,730 | 2,186,097 | ||
30/06/2020 | |||||||||||
Acquisition date | 25/07/2018 | 25/07/2019 | 1/04/20207 | 24/07/2020 | 21/07/2021 | 31/03/2022 | 24/07/2022 | 09/06/2023 | |||
Availability date | 25/07/2019 | 25/07/2019 | 1/04/20207 | 24/07/2020 | 21/07/2021 | 31/03/2022 | 24/07/2022 | 09/06/2023 | |||
- The number of shares at grant takes into account the application of a maximum multiplier of 115% (as per the performance conditions set forth in Section G.3.3.6 of the 2019 Universal Registration Document).
- The grant date has been set by the Board of Directors on January 2, 2017. Please refer to Section 17.3.4 of the 2016 Registration Document for further detail.
- The grant date has been set by the Board of Directors on January 2, 2019.
- 1 movement from the international plan to the France plan for 764 shares vested on July 25, 2018.
- After application of a multiplier of 101.84%.
- After application of a multiplier of respectively 115%, 91.16% and 87% on the 1st, 2nd and 3rd tranches.
- Last vesting date of the 3rd tranche.
- Among the directors, performance shares were only granted to Mr. Gilles GRAPINET.
The dilutive effect of the issuance of the performance shares on the share capital as at June 30, 2020 is equal to 1.19%.
As stated in Section F.5.1 of this Document, the Board of Directors has decided, on June 9, 2020 and upon recommendation of the Nomination and Remuneration Committee, to grant a maximum amount of 379,730 ordinary performance shares. These 379,730 performance shares would represent 0.21% of Worldline's share capital as at June 30, 2020.
54/65 Amendment of the 2019 Universal Registration Document
F.6. Related parties
F.6.1. Separation agreement entered into between Worldline and Atos SE
Following approval by Atos SE's shareholders' meeting held on April 30, 2019 of the exceptional distribution in kind by Atos SE of 23.5% of Worldline share capital, Atos SE and Worldline concluded a separation agreement dated May 6, 2019 (the "Separation Agreement"), to organize the separation activities in a coordinated manner, especially in the areas of intellectual property rights, purchasing, processes and procedures, migration and integration of IT systems, security, offshore resources, Insurance, real estate sublease, parental company guarantees and data protection, and to optimize so far as possible additional costs, related in particular to IT, resulting from the separation. Upon recommendation of the Audit Committee, the Board of Directors of Worldline authorized the signature of this Separation Agreement, during its meeting following the shareholders' general meeting held on April 30, 2019.
It was noted that it is in the Company's interest to cooperate in order to optimize and eliminate, as much as possible, any additional costs - mainly IT-related costs - associated with Worldline's deconsolidation following the exceptional distribution aforementioned.
The main terms of the Separation Agreement are presented in the 2019 Universal Registration Document, Section E.8.1.2.
The shareholders' General Meeting held on June 9, 2020 approved the conclusion of the Separation Agreement as referred to in Article L.225-38 of the French Commercial Code (4th resolution).
F.6.2. Agreements entered into in relation with the acquisition of Ingenico Group
F.6.2.1. Voting undertaking between Worldline and SIX Group AG
Worldline announced on February 3, 2020 the contemplated acquisition of Ingenico Group (the "Transaction") by way of a tender offer that Worldline intends to launch for all Ingenico Group shares and convertible bonds (OCEANEs). In this context, SIX Group AG entered into a voting undertaking on January 31, 2020 (accepted by Worldline on February 2, 2020 following the prior authorization of the Board of Directors) whereby SIX Group AG undertook to vote in favor of the resolutions necessary to implement the Transaction.
It was noted that it is in the Company's interest to have the full support of SIX Group AG, one of its main shareholders, to successfully implement the proposed combination of Worldline and Ingenico.
The General Meeting held on June 9, 2020 approved the conclusion of the voting undertaking entered into between Worldline and SIX Group AG as referred to in Article L.225-38 of the French Commercial Code (5th resolution).
F.6.2.2. Letter-agreement related to SIX Group AG's stake in Worldline
In the context of the Transaction, SIX Group AG signed a letter-agreement on January 31, 2020 which was accepted by Worldline on February 2, 2020 following the meeting of the Board of Directors held on the same day and having authorized it, regarding SIX Group AG's shareholding in Worldline as well as SIX Group AG's representation at Board level, with a view to reflect the medium to long term strategic ownership of SIX Group AG in Worldline.
The letter-agreement (as further amended) notably provides for a public statement from SIX Group AG that Worldline is a highly strategic investment for SIX Group AG and that it intends to commit, subject to the decisions of its corporate governance bodies later this year, to a new lock-up effective upon closing of the Transaction until the end of H1 2021. It was also agreed that SIX Group AG shall be entitled to appoint an additional third member of the Board of Directors of Worldline to reflect the medium to long term strategic ownership of SIX Group AG in Worldline and as long as SIX Group AG holds at least 15% of the voting rights within Worldline and the combined entity from closing of the contemplated acquisition of Ingenico.
55/65 Amendment of the 2019 Universal Registration Document
On March 19, 2020, following the disposals of Worldline's shares completed by Atos SE until February 4, 2020 and the subsequent decrease of Atos SE' shareholding in Worldline below 4% of the share capital, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, decided to anticipate the appointment, upon proposal of SIX Group AG, of such additional director and decided the interim appointment of Mr. Daniel SCHMUCKI as director in replacement of Ms. Ursula MORGENSTERN. Consequently, the Board of Directors approved the amendment to the letter- agreement to reflect this interim appointment and the amendment was then executed between SIX Group AG and Worldline on May 4, 2020.
Again, it was noted that it is in the Company's interest to have the full support of SIX Group AG, one of its main shareholders, to successfully implement the proposed combination of Worldline and Ingenico.
The General Meeting held on June 9, 2020 approved the conclusion of the letter-agreement, as further amended, related to SIX Group AG's stake in Worldline as referred to in Article L.225-38 of the French Commercial Code (6th resolution) and ratified the interim appointment of Mr. Daniel SCHMUCKI as director (11th resolution).
F.6.2.3. Second settlement agreement entered into between Worldline and SIX Group AG
On November 30, 2018, Worldline acquired SIX Payment Services, the payment services business of SIX Group AG.
As indicated in the 2019 Universal Registration Document (Section E.8.2.1), Worldline and SIX Group AG still had to finalize certain post-closing actions, including with respect to purchase price adjustment, and therefore decided to enter into a settlement agreement (the "Settlement Agreement").
The purpose of this Settlement Agreement is, in particular, to:
- finalize the closing accounts;
- confirm the finalization of the closing accounts and renounce to take advantage again of the matters which were taken into account in the final closing accounts;
- formalize the commitment of SIX Group AG to pay to Worldline the amount of the price adjustment (CHF 58,975,000);
- agree on a commitment from SIX Group AG to indemnify Worldline up to a maximum amount of CHF 2,800,000 for the possible consequences of an ongoing litigation.
At its meeting dated June 9, 2020, the Board of Directors authorized the conclusion of the Settlement. It was noted that it is in the interest of the Company to conclude such agreement with SIX Group, its main shareholder, in order to settle the closing accounts and resolve some of the current topics resulting from the acquisition of SIX Payment Services.
The Settlement Agreement will be presented to the next annual shareholders' general meeting for approval.
F.7. Shareholders' agreements
In the context of the acquisition of the control of Ingenico, Worldline, Ingenico, Deutscher Sparkassen Verlag GmbH and S- Payment GmbH ("DSV") notably concluded on June 8, 2020 a combination agreement and an amendment to the shareholders' agreement (existing between Ingenico and DSV) related to the common joint-venture between Ingenico and DSV gathering the retail activities of the two groups in Germany, Austria and Switzerland.
To the Company's knowledge, there is no other concerted action nor similar agreement.
56/65 Amendment of the 2019 Universal Registration Document
F.8. Current authorizations to issue shares and other securities
Pursuant to the resolutions adopted by the General Meeting of June 9, 2020, the following authorizations to modify the share capital, and to issue shares and other securities are in force as of the date of publication of the present document:
Authorization | Authorization | Use of the | Unused balance | Authorization expiration date |
amount (par | authorizations | (par value) | ||
value) | (par value) | |||
Earliest of (i) completion | ||||
EGM April 30, 2019 | 10% of the share capital | 10% of the share capital | of the public tender regarding the shares | |
21st resolution | 0 (as of July 30, 2020) | and OCEANEs issued | ||
Authorization to buyback the Company's shares | adjusted at any moment | (as of July 30, 2020) by Ingenico Group or (ii) October 30, 2020 | ||
(18 months) | ||||
EGM June 9, 2020 | 10% of the share capital | 18 months following completion of the | ||
30th resolution | N/A7 | N/A7 | public tender regarding the shares and | |
Authorization to buyback the Company's shares | adjusted at any moment | OCEANEs issued by Ingenico Group | ||
EGM June 9, 2020 | 10% of the share capital | 10% of the share capital | August 9, 2022 | |
31st resolution | 0 | adjusted as at the day of | ||
Share capital decrease by cancellation of shares | for any 24-month period | the decrease | (26 months) | |
EGM June 9, 2020 | ||||
32nd resolution | August 9, 2022 | |||
Issue of shares as part of a public offering with an exchange | € 72,500,000 | 0 | € 72,500,000 | |
(26 months) | ||||
component initiated by the Company, without preferential | ||||
subscription rights on the securities of Ingenico Group | ||||
EGM June 9, 2020 | ||||
33rd resolution | € 1,500,000 | 0 | € 1,500,000 | December 9, 2021 |
Issue of shares, without preferential subscription rights, reserved | (18 months) | |||
for people with certain characteristics | ||||
EGM June 9, 2020 | ||||
34th resolution | € 12,439,539.81 | 0 | € 12,439,539.81 | August 9, 2022 |
Share capital increase without preferential subscription right in | ||||
(26 months) | ||||
consideration for contribution in kind1 2 | ||||
EGM June 9, 2020 | ||||
35th resolution | € 534,900.21 | 8 | 8 | 26 months following completion of the |
Authorization to grant performance shares to the employees and | N/A | N/A | acquisition of control of Ingenico Group | |
corporate officers of Ingenico | ||||
EGM June 9, 2020 | August 9, 2022 | |||
37th resolution | € 62,197,699.06 | 0 | € 62,197,699.06 | |
Share capital increase with preferential subscription right1 | (26 months) | |||
EGM June 9, 2020 | ||||
38th resolution | August 9, 2022 | |||
Share capital increase without preferential subscription right | € 12,439,539.81 | 0 | € 12,439,539.81 | |
(26 months) | ||||
through public offerings (other than those mentioned in Article | ||||
L.411-2 of the French Monetary and Financial Code)1 2 | ||||
EGM June 9, 2020 | ||||
39th resolution | August 9, 2022 | |||
Share capital increase without preferential subscription right | € 12,439,539.81 | € 3,415,940.56 | € 9,023,599.25 | |
(26 months) | ||||
through public offerings mentioned in Article L.411-2 II of the | ||||
French Monetary and Financial Code 1 2 | ||||
EGM June 9, 2020 | Extension by 15% | Extension by 15% | ||
40th resolution | 0 | August 9, 2022 | ||
Increase in the number of securities in case of share capital | maximum of the initial | maximum of the initial | (26 months) | |
issuance | issuance | |||
increase with or without preferential subscription right1 2 3 | ||||
EGM June 9, 2020 | ||||
41st resolution | € 500 million | 0 | € 500 million | August 9, 2022 |
Share capital increase through incorporation of premiums, | (26 months) | |||
reserves, benefits or other | ||||
EGM June 9, 2020 | August 9, 2022 | |||
42rd resolution | € 3,109,884.95 | 0 | € 3,109,884.95 | |
Capital increase reserved to employees and corporate officers1 | (26 months) | |||
EGM June 9,2020 | ||||
43rd resolution | 1,243,953.98 € | 68,761.60 € | € 1,175,192.38 | August 9, 2022 |
Authorization to grant stock-options to employees and corporate | (26 months) | |||
officers 4 5 | ||||
EGM June 9, 2020 | ||||
44th resolution | € 435,383.89 | € 258,216,40 | € 177,167.49 | August 9, 2023 |
Authorization to grant free shares to employees and corporate | (38 months) | |||
officers 4 6
- The share capital increases carried out pursuant to the 34th, 37th, 38th, 39th, 40th and 42nd resolutions of the General Meeting of June 9, 2020 shall be deducted from the aggregate cap corresponding to 50% of the share capital of the Company on the day of the General Meeting of June 9, 2020 (i.e. € 62,197,699.06). Any share capital increase pursuant to theses resolutions shall be deducted from this aggregate cap. The total amount used for the OCEANEs issued on July 23, 2020 is € 3,415,940.56 (5,023,442 OCEANEs). The remaining amount available under this cap consequently amounts to € 9,023,599.25.
- The share capital increases without preferential subscription rights carried out pursuant to the 34th, 38th, 39th and 40th resolutions of the General Meeting of June 9,2020 are subject to an aggregate sub-cap corresponding to 10% of the share capital of the Company on the day of the General Meeting of June 9, 2020 (i.e.€ 12,439,539.81). Any share capital increase pursuant to these resolutions shall be deducted from this aggregate sub-cap. The total amount used for the OCEANEs is € 3,415,940.56. The remaining amount available under this cap consequently amounts to € 9,023,599.25.
- The additional issuance shall be deducted from (i) the cap of the resolution pursuant to which the initial issuance was decided, (ii) the aggregate cap set by the 37th resolution of the Combined General Meeting of June 9, 2020, and (iii) in case of share capital increase without preferential subscription rights, the amount of the sub-cap mentioned at 2 here above.
- In case of simultaneous or successive use of the authorizations granted by virtue of the 43rdand 44th resolutions of the General Meeting of June 9, 2020, the total number of allocations pursuant to these resolutions shall not exceed 0.5% of the share capital at the date of this General Meeting (i.e. € 621,976.99). This derogation does not affect the sub- cap below mentioned in 5 and 6.
- A sub-cap fixed at 0.035% of the share capital of the Company on the day of the General Meeting of June 9,2020 (i.e. € 43,538.39) applies to the grant to the Senior Executive Officers (dirigeants mandataires sociaux exécutifs).
- A sub-cap fixed at 0.035% of the share capital of the Company on the day of the General Meeting of June 9,2020 (i.e. € 43,538.39) applies to the grant to the Senior Executive
Officers (dirigeants mandataires sociaux exécutifs). - This resolution will enter into force from the earliest of (i) the expiration of the share buyback program decided by the Combined General Meeting held on April 30, 2019 (21st resolution) and (ii) the completion of the public tender regarding the shares and OCEANEs issued by Ingenico Group.
- This authorization will enter into force from the completion of the acquisition of control of Ingenico Group.
57/65 Amendment of the 2019 Universal Registration Document
F.9. Shareholding structure as at June 30, 2020
The following table summarizes the Group's share capital repartition and voting rights as at June 30, 2020.
The free-float of the Group shares excludes stakes held by the reference shareholders, namely SIX Group AG (detaining 16.3% of the share capital), and Bpifrance Participations (3.6%). No other reference shareholder has announced its will to maintain a strategic shareholding in the Group's share capital. Treasury shares and stakes owned by the employees, Board of Directors members and Senior Executives are excluded from the free float.
As at June 30, 2020 | Number of shares | % of share | % of voting |
capital | rights | ||
SIX Group AG | 29,853,529 | 16.3% | 15.7% |
Bpifrance Participations* | 6,604,061 | 3.6% | 3.5% |
Board of Directors & Senior Executives | 159,426 | 0.1% | 0.1% |
Employees (ESPP) | 324,017 | 0.2% | 0.2% |
Treasury shares | 353,347 | 0.2% | 0.0% |
Free float | 145,666,541 | 79.6% | 80.5% |
of which Black Rock , Inc.** | 9,986,334 | 5.5% | 5.3% |
of which The Capital Group Companies, Inc.** | 10,718,989 | 5.9% | 5.7% |
of which Atos SE | 6,986,500 | 3.8% | 7.4% |
Total | 182,960,921 | 100.0% | 100.0% |
- shares held in registered form. Shareholder having announced its intention to maintain a strategic shareholding in the Group's capital
- based on threshold crossing notifications. Shareholders having not announced their intention to maintain a strategic shareholding in the Group's capital
The Group has been informed of the following threshold crossings above 5% of the share capital and voting rights:
- The company organized under the American law, The Capital Group Companies, Inc. (333 South Hope Street, 55th floor, Los Angeles, CA 90071-1406 USA) stated that it crossed the 5% share capital threshold (on July 23, 2019) and the 5% voting rights threshold (on July 26, 2019) of the Company and that it detained 10,718,989 Worldline shares making as much voting rights.
- The company organized under the American law, Blackrock Inc, (55 East 52nd Street, New York, NY 10055 USA) stated that it crossed the 5% share capital and 5% voting rights thresholds (on April 28, 2020) of the Company and that it detained 9,986,334 Worldline shares making as much voting rights.
To the knowledge of the Company, and according to the information it received, no other shareholder holds 5% or more of the Company's capital or voting rights as of the date of filing of this document.
58/65 Amendment of the 2019 Universal Registration Document
G. APPENDICES
G.1. Contacts
Institutional investors, financial analysts and individual shareholders may obtain information from:
David Pierre-Kahn
Head of Investor Relations 80, quai Voltaire
95870 Bezons
- +33 (0)1 3434 9066
- +33 (0)6 2851 4596david.pierre-kahn@worldline.com
Benoit d'Amécourt
Deputy Head of Investor Relations 80, quai Voltaire
95870 Bezons
- +33 (0)1 3080 7330
- +33 (0)6 7551 4147benoit.damecourt@worldline.com
More information concerning the Company, such as financial information, AMF regulated information, corporate governance or corporate responsibility & sustainability, is available on the website of Worldline worldline.com.
Requests for information can also be sent by email to investor-relations@worldline.com.
G.2. Financial calendar
October 29, 2020 | Q3 2020 revenue |
59/65 Amendment of the 2019 Universal Registration Document
G.3. AMF cross-reference table
The cross-reference table below identifies the information required by appendices 1 and 2 of the Commission Delegated Regulation (EU) 2019/980 of March 14, 2019 relating to the Regulation (EU) 2017/1129 of June 14, 2017 in accordance with the structure of the Universal Registration Document and allows to cross-reference them with the sections of the 2019 Universal Registration Document incorporated by reference in this Amendment of the 2019 Universal Registration Document.
Appendices 1 and 2 of the delegated regulation | Amendment of the 2019 | 2019 Universal | |
N° | Universal Registration | Registration | |
EU) 019/980 of March 14, 2019 | |||
Document | Document | ||
SECTION 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS' REPORTS AND COMPETENT AUTHORITY APPROVAL
Point 1.1 | Indication of persons responsible | D.1 | H.1.1 | |
Point 1.2 | Declaration by persons responsible | D.2 | H.1.2 | |
Point 1.3 | Name, address, qualification and material interest | N/A | N/A | |
in the issuers of experts | ||||
Point 1.4 | Confirmation of the accuracy of the source from a | N/A | Preliminary notes | |
third party | ||||
Point 1.5 | Statement from the designated authority with no | Encart AMF | AMF textbox | |
prior approval | ||||
SECTION 2 | STATUTORY AUDITORS | |||
Point 2.1 | Names and addresses of the auditors | D.3 | H.1.3 | |
Point 2.2 | Information regarding changes of statutory | N/A | N/A | |
auditors during the period | ||||
SECTION 3 | RISK FACTORS | E | F.2 | |
SECTION 4 | INFORMATION ABOUT THE ISSUER | |||
Point 4.1 | Legal and commercial name of the issuer | C.6 | G.1.2 | |
Point 4.2 | Place and number of registration | C.6 | G.1.2 | |
Point 4.3 | Date of incorporation and length of life of the | - | G.1.2 | |
issuer | ||||
Point 4.4 | Domicile and legal form of the issuer, legislation | C.6 | G.1.2 | |
under which the issuer operates, its country of | H.4.1 ; H.5 | |||
incorporation and address and telephone number | ||||
of its registered office | ||||
SECTION 5 | BUSINESS OVERVIEW | |||
Point 5.1 | MAIN ACTIVITIES | |||
Point 5.1.1 | Nature of the issuer operations and main activities | C.6 | A.1 ; A.2 ; B ; C | |
Point 5.1.2 | New products or services developed | F.6 | C.1 | |
Point 5.2 | Principal market | C.6 | A.1 ; A.2 ; B ; C.1 | |
Point 5.3 | Important business events | A.2.1 | A.4.2 ; A.5.1 ; A.5.2 | |
; E.2.1 ; E.2.2 | ||||
Point 5.4 | Strategy and objectives | A.3 | C.5 ; C.6 ; E.3 | |
Point 5.5 | Dependence on patents or licenses, industrial, | B.1.3 ; C.6 Note 6 | C.12 ; F.2.5.7 | |
commercial or financial contracts or new | ||||
manufacturing processes | ||||
Point 5.6 | Basis for statements made by the issuer regarding | - | C.2 | |
its competitive position | ||||
Point 5.7 | INVESTMENTS | |||
Point 5.7.1 | Main investments | - | A.5.2 ; A.5.4.2 ; | |
C.10 ; E.5.7.3 ; note | ||||
1 | ||||
Point 5.7.2 | Material investments of the issuer that are in | - | A.5.2 ; A.5.4.2 ; | |
progress or for which firm commitments have | C.10 | |||
already been made, including the geographic | ||||
distribution of these investments and the method | ||||
of financing | ||||
Point 5.7.3 | Main joint ventures and undertakings in which the | A.2.1.1 ; A.2.1.5 | A.5.4.3 ; E.5.7.3 | |
issuer holds a proportion of the capital | Note 6.3 ; E.6.4.5 | |||
Note 3 |
60/65 Amendment of the 2019 Universal Registration Document
Appendices 1 and 2 of the delegated regulation | Amendment of the 2019 | 2019 Universal | ||||
N° | Universal Registration | Registration | ||||
EU) 019/980 of March 14, 2019 | ||||||
Document | Document | |||||
Point 5.7.4 | Environmental issues | - | A.1 ; A.2 ; B ; C | |||
SECTION 6 | ORGANIZATIONAL STRUCTURE | |||||
Point 6.1 | Brief description of the Group | - | A.1 ; A.2 ; A.5 | |||
Point 6.2 | List of significant subsidiaries | - | A.5.3 ; A5.4 ; | |||
E.5.7.3 Note 16 | ||||||
SECTION 7 | OPERATING AND FINANCIAL REVIEW | |||||
Point 7.1 | FINANCIAL CONDITION | |||||
Point 7.1.1 | Analysis of development and performance or | A.2 ; B | E.1 ; E.2 ; E.4 ; E.5 ; | |||
position including both financial and, where | E.6 ; E.7 | |||||
appropriate, non-financial Key Performance | ||||||
Indicators | ||||||
Point 7.1.2 | Likely future development in the field of research | - | C.12 | |||
and development | ||||||
Point 7.2 | OPERATING RESULTS | |||||
Point 7.2.1 | Unusual or infrequent events or new | A.2.1.2 ; B.1.7 ; C.6 Note 6 | E.2 ; E.3 ; E.5.7.3 | |||
developments materially affecting the issuer's | and Note 7 | Note 5 ; E.6.4.2 | ||||
income | ||||||
Point 7.2.2 | Discussion about material changes in net sales or | A.2 ; B ; C | E.2 | |||
revenues | ||||||
SECTION 8 | CAPITAL RESOURCES | |||||
Point 8.1 | Issuer's capital resources | C.6 Note 17 | E.4.3 ; E.5.7.3 Note | |||
12 ; G.5 | ||||||
Point 8.2 | Sources and amounts of the issuer's cash flows | B.2 ; C.4 | E.4.2 | |||
Point 8.3 | Information on the borrowing requirements and | B.3 | E.4.3 | |||
funding structure | ||||||
Point 8.4 | Restrictions on the use of capital resources | - | F.2.5.11 | |||
Point 8.5 | Anticipated sources of funds to fulfill commitments | B.3 | E.4.2 ; E.4.3 | |||
SECTION 9 | REGULATORY ENVIRONMENT | |||||
Point 9.1 | Information regarding any governmental, | A.2.1.1 ; C.6 Note 23 | B.4.3 ; C.4 ; F.2.5.4 | |||
economic, fiscal, monetary or political policies or | ||||||
factors that have materially affected, or could | ||||||
materially affect, directly or indirectly, the issuer's | ||||||
operations | ||||||
SECTION 10 | TREND INFORMATION | |||||
Point 10.1 | Most significant recent trends in production, sales | A.2 ; A.3 ; B | B ; C ; E.2 ; E.3 | |||
and inventory, and costs and selling prices since | ||||||
the end of the last financial year | ||||||
Point 10.2 | Known trends, uncertainties, demands, | E | B ; C ; E.3 ; F.2.5.1 | |||
commitments or events that are reasonably likely | ||||||
to have a material effect on the issuer's prospects | ||||||
SECTION 11 | PROFIT FORECASTS OR ESTIMATES | |||||
Point 11.1 | Profit forecasts or estimates publications | N/A | E.3 | |||
Point 11.2 | Statement setting out the principal assumptions | A.3 | E.3 | |||
upon which the issuer has based his forecast or | ||||||
estimate | ||||||
Point 11.3 | Statement pointing out the comparison with | N/A | E.3 | |||
historical financial information consistent with the | ||||||
issuer's accounting policies | ||||||
SECTION 12 | ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODY AND SENIOR MANAGEMENT | |||||
Point 12.1 | Information regarding the members | F.1 | G.2.2 ; G.2.3 ; | |||
- Name, business addresses and functions | G.2.3.8 | |||||
- Detail of the nature of any family | ||||||
relationship | ||||||
- Relevant management expertise and | ||||||
management experience |
61/65 Amendment of the 2019 Universal Registration Document
Appendices 1 and 2 of the delegated regulation | Amendment of the 2019 | 2019 Universal | ||||
N° | Universal Registration | Registration | ||||
EU) 019/980 of March 14, 2019 | ||||||
Document | Document | |||||
- Detail of any convictions | ||||||
Point 12.2 | Conflict of interest | F.1 | G.2.3.9 | |||
SECTION 13 | REMUNERATION AND BENEFITS | |||||
Point 13.1 | Remuneration and benefits in kind | F.5 | D.3.3.3 ; G.3 | |||
Point 13.2 | Pension, retirement or similar benefits | F.5 | E.5.7.3 note 10 ; | |||
G.3 | ||||||
SECTION 14 | BOARD PRACTICES | |||||
Point 14.1 | Current term office | F.1 | G.2.3 | |||
Point 14.2 | Contracts providing benefits upon termination of | - | G.2.3.9 | |||
employment | ||||||
Point 14.3 | Information about Audit Committee and | F.1 | G.2.5.1 ; G.2.5.2 | |||
Remuneration Committee | ||||||
Point 14.4 | Statement related to corporate governance | - | G.2.1 | |||
Point 14.5 | Potential material impacts on the corporate | F.4 | G.2.3.1 | |||
governance | ||||||
SECTION 15 | EMPLOYEES | |||||
Point 15.1 | Number of employees | A.1 ; A.2.8 | E.2.10 | |||
Point 15.2 | Shareholdings and stock-options | F.5 | D.3.3.3 ; G.3 | |||
Point 15.3 | Arrangements involving the employees in the | - | D.3.3.3 | |||
capital of the issuer | ||||||
SECTION 16 | MAJOR SHAREHOLDERS | |||||
Point 16.1 | Identification of the main shareholders holding | F.9 | G.5.1.2 ; G.5.6.1 ; | |||
more than 5% | G.5.6.5 | |||||
Point 16.2 | Types of voting rights | - | G.5.6.7 | |||
Point 16.3 | Ownership and control | F.9 | G.5.1.2 ; G.5.6.8 | |||
Point 16.4 | Arrangements which may result in a change in | - | N/A | |||
control of the issuer | ||||||
SECTION 17 | RELATED PARTY TRANSACTIONS | F.6 | E.5.7.3 Note 14 ; | |||
E.6.2 ; E.8 |
SECTION 18 FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
Point 18.1 HISTORICAL FINANCIAL INFORMATION
Point 18.1.1 | Audited historical financial information covering | B | A.2 | ; E.2 ; E.3 ; E.5 ; | |
the latest three years | E.6 | ; E.7 | |||
Point 18.1.2 | Change of accounting reference date | - | N/A | ||
Point 18.1.3 | Accounting standards | C.6 Note 1 | E.5.7.2 ; E.6.4.3 | ||
Point 18.1.4 | Change of accounting framework | - | E.5.7.2 | ||
Point 18.1.5 | Financial information according to French | - | E.6 | ; E.7 | |
accounting standards | |||||
Point 18.1.6 | Consolidated financial statements | C | E.5 | ||
Point 18.1.7 | Age of latest financial information | C | E.2.2.3 | ||
Point 18.2 | Interim and other financial information | C | |||
Point 18.2.1 | Quarterly or half-yearly financial information | C | E.2.2.3 | ||
Point 18.3 | Auditing of historical annual financial information | ||||
Point 18.3.1 | Independent audit of historical annual financial | - | E.5.1 ; E.6.1 | ||
information | |||||
Point 18.3.2 | Other information in the registration document | C.7 | N/A | ||
audited by auditors | |||||
Point 18.3.3 | Source of information and reason for information | - | N/A | ||
not to be audited | |||||
Point 18.4 | Pro forma financial information | - | N/A | ||
Point 18.5 | Dividend policy | ||||
Point 18.5.1 | Description of the issuer's policy on dividends | - | C.5.8 | ||
Point 18.5.2 | Amount of dividend per share | - | G.5.2 | ||
Point 18.6 | Legal and arbitration proceedings | - | F.4 | ||
Point 18.7 | Significant changes in the issuer's financial | A.2 ; B | E.2 | ; E.3 |
62/65 Amendment of the 2019 Universal Registration Document
Appendices 1 and 2 of the delegated regulation | Amendment of the 2019 | 2019 Universal | ||||
N° | Universal Registration | Registration | ||||
EU) 019/980 of March 14, 2019 | ||||||
Document | Document | |||||
position | ||||||
SECTION 19 | ADDITIONAL INFORMATION | |||||
Point 19.1 | Share Capital | C.6 Note 17 | G.5.6 | |||
Point 19.1.1 | Amount of issued capital | C.6 Note 17 | G.5.6 | |||
Point 19.1.2 | Shares not representing capital | - | N/A | |||
Point 19.1.3 | Shares held by or on behalf of the issuer itself | F.9 | G.5.6.10 | |||
Point 19.1.4 | Convertible securities, exchangeable securities or | - | G.5.6.3.3 | |||
securities with warrants | ||||||
Point 19.1.5 | Information about and terms of any acquisition | - | N/A | |||
rights and or obligations over authorized but | ||||||
unissued capital or an undertaking to increase the | ||||||
capital | ||||||
Point 19.1.6 | Information about any capital of any member of | - | N/A | |||
the Group which is under option or agreed | ||||||
conditionally or unconditionally to be put under | ||||||
option and details of such options including those | ||||||
persons to whom such options relate | ||||||
Point 19.1.7 | History of share capital | - | G.5.6.2 | |||
Point 19.2 | Memorandum and Articles of Association | - | ||||
Point 19.2.1 | Register and entry number of the issuer and brief | C.6 | G.1.2 ; G.1.3 | |||
description of the issuer's object and purposes | ||||||
Point 19.2.2 | Rights, preferences and restrictions attached to | - | G.1.3.2 | |||
each share category | ||||||
Point 19.2.3 | Article of association, statutes, charter or bylaws | - | G.1.3.2 | |||
delaying, deferring or preventing a change of | ||||||
control of the issuer | ||||||
SECTION 20 | MATERIAL CONTRACTS | - | E.2 ; E.3 ; E.8 ; F.2 ; | |||
F.3 ; G.1.4 | ||||||
SECTION 21 | DOCUMENTS ON DISPLAY | More information | G.2 ; G.5.3 ; G.5.5 | |||
concerning the Company, | ||||||
i.e. financial information, | ||||||
AMF regulated information, | ||||||
corporate governance or | ||||||
corporate responsibility & | ||||||
sustainability, is available | ||||||
on the website of Worldline | ||||||
worldline.com |
63/65 Amendment of the 2019 Universal Registration Document
H. FULL INDEX
64/65 Amendment of the 2019 Universal Registration Document
65/65 Amendment of the 2019 Universal Registration Document
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Worldline SA published this content on 06 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 August 2020 12:43:06 UTC
