Implementation of the squeeze out with respect to the Ingenico shares and OCEANEs following the Worldline's friendly tender offer

Implementation of the squeeze out with respect to the Ingenico shares and OCEANEs following the Worldline's friendly tender offer

Bezons and Paris, November 13, 2020

In accordance with the notice published today by the Autorité des marchés financiers (AMF), Worldline will implement on November 19, 2020 a squeeze-out with respect to all Ingenico shares which have not been tendered to the tender offer¹, i.e., 2,576,195 Ingenico shares representing 4.04% of the share capital and at most 4.93% of the voting rights² of Ingenico and of all the Ingenico OCEANEs that were not tendered to the tender offer, i.e. 10,449 Ingenico OCEANEs, representing 0.36% of the number of outstanding OCEANEs.

It is specified that the number of Ingenico shares likely to be created as a result of the conversion of the Ingenico OCEANEs not presented in the Offer added to the number of shares not presented in the Offer represent 3.88%³ of the sum of the existing and likely to be created equity securities in connection with the OCEANEs.

The compensation to be paid in connection with the squeeze-out will be equal to the price of the secondary cash offer for the shares (i.e., 123.10 euros per Ingenico share) and to the price of the cash offer for the OCEANEs (i.e. 179 euros per OCEANE).

The Ingenico shares and OCEANEs will be delisted from Euronext in Paris on November 19, 2020, the date on which the squeeze-out will be implemented.

Technical modalities of the squeeze-out

Once Euroclear France has closed the affiliates’ accounts, the custody account-keeping institutions will request Caceis Corporate Trust, to make payment of the compensation for the shares registered in their books which have not been tendered to the tender offer, and will credit the accounts of the Ingenico security holders with the compensation due. Caceis Corporate Trust has been appointed by Worldline to act as the custody account-keeper to centralize completion of the transactions in connection with the squeeze-out.

The funds corresponding to the compensation not requested by the custody account-keeping institutions on behalf of the beneficiaries will be kept by Caceis Corporate Trust for a period of ten years after the squeeze-out and will be transferred to the Caisse des Dépôts et Consignations following the expiry of such period. Such funds may be claimed at any time by their respective beneficiaries, subject to a thirty-year statute of limitations, after which the funds will become the property of the French State.