Worldline launches an offering of Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANE) due 2025 for a nominal amount of approximately €500 million

Worldline launches an offering of Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANE) due 2025 for a nominal amount of approximately €500 million

Bezons, July 23, 2020 - Worldline (the “Company”) (Euronext Paris: FR0011981968), the European leader in the payment and transactional services industry announces the launch today of an offering of bonds convertible into new shares and/or exchangeable for existing shares (“OCEANE”) due July 30, 2025 (the “Bonds”) for a nominal amount of approximately €500 million being offered to qualified investors (within the meaning of Regulation (EU) 2017/1129) only in accordance with Article L. 411-2-1° of the French monetary and financial code (Code monétaire et financier) (the “Offering”).

The net proceeds of the Offering will be used for the pre-financing of the contemplated acquisition of Ingenico Group S.A. and/or for general corporate purposes.

The nominal value of the Bonds will be set at a premium of 55% to 60% above Worldline’s reference share price¹ on the regulated market of Euronext in Paris (“Euronext Paris”).

The Bonds will not bear interest (zero-coupon). The Bonds will be issued at an issue price ranging between 105.1% and 107.5% of their nominal value, corresponding to an annual gross yield-to-maturity of (1.44)% to (0.99)%.

The final terms of the Bonds are expected to be announced today and the settlement-delivery of the Bonds is expected to take place on July 30, 2020 (the “Issue Date”).

Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on July 30, 2025 (the “Maturity Date”) (or on the following business day if this date is not a business day).

The Bonds may be redeemed prior to maturity at the discretion of the Company, under certain conditions. In particular, the Bonds may be fully redeemed earlier at par, at the Company’s option at any time from July 30, 2023 until the maturity date of the Bonds, subject to giving at least 30 (but not more than 60) calendar days’ prior notice, if the arithmetic average, calculated over a period of 10 consecutive trading days chosen by the Company from among the 20 consecutive trading days preceding the publication of the early redemption notice, of the daily products of the Company’s volume weighted average price on Euronext Paris on each trading day within the relevant period and the applicable conversion/exchange ratio on each such trading day exceeds 130% of the nominal value of the Bonds.