Atos to Sell 13.1% Stake in Worldline

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities and the offer of the Worldline shares does not constitute a public offering other than to qualified investors in any jurisdiction, including in France.

Atos to Sell 13.1% Stake in Worldline

• Sale of ca. 23.9m Worldline shares representing ca. 13.1% of the Worldline share capital through a private placement by way of accelerated bookbuilding offering
• Upon completion of the accelerated bookbuilding offering and in case of exchange in full of the outstanding €500 million zero per cent. exchangeable bonds due 2024 issued by Atos (the “Bonds”) and exchangeable in Worldline shares, Atos will no longer hold any Worldline shares
• Bpifrance Participations has committed to Atos to purchase 4 million Worldline shares in the private placement

Paris, February 3, 2020 – Atos plans to sell ca. 23.9m Worldline shares, representing ca. 13.1% of the Worldline share capital, through a placement to qualified investors only by way of an accelerated bookbuilding offering (the “Placement”).

With this transaction, Atos plans to fully dispose of its ca. 13.1% stake in Worldline that is not underlying the Bonds. Upon completion of the Placement, Atos would hold ca. 7.0m Worldline shares representing ca. 3.8% of the Worldline share capital, which are underlying the Bonds. In case of exchange in full of the Bonds, Atos would no longer hold any Worldline shares and voting rights.

The lock-up entered into by Atos, SIX Group and the Joint Global Coordinators (as defined below) in the context of the equity placement completed in November 2019 (the “Current Lock-up”), will remain applicable, with respect to Atos, on the Worldline shares owned by Atos and underlying the Bonds.

In connection with this transaction, and subject to waiver from the Joint Global Coordinators and certain exceptions, SIX Group, which will remain as the largest shareholder of Worldline, has agreed to extend the Current Lock-up to April 24, 2020 included.

Bpifrance Participations has committed to Atos to purchase 4 million Worldline shares in the Placement at the price of the Placement (subject to a maximum price equal to today’s closing price). Bpifrance Participations’ order will be fully allocated.