NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION IN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 Worldline shares by SIX Group AG does not constitute a public offering other than to qualified investors in any jurisdiction, including in France.
The collar transaction was entered into to provide certain flexibility and continued participation to SIX on approximately 19% of the shares it is holding in Worldline, without any cash proceeds received by SIX at this point in time. This transaction does not impact SIX’ strategic partnership with Worldline. Worldline continues to be a highly strategic investment for SIX and SIX remains fully committed to its role on Worldline’s board of directors.
To facilitate the collar transaction, Credit Suisse International will sell alongside Atos SE (“Atos”) approximately €420 million of Worldline shares through an accelerated bookbuild offering (the “ABB placement”) starting immediately. As separately announced by Atos, Atos is reducing its holding in Worldline through a sale of approximately €1.2bn shares in the ABB, a transfer of approximately £198 million (representing ca. €230 million) shares to its pension fund and Atos additionally intends to issue exchangeable bonds for an aggregate nominal amount of approximately €500 million.
SIX and Atos have respectively agreed to a 120-day lock-up with the Joint Lead Global Coordinators for their remaining shares in Worldline, subject to waiver from the Joint Lead Global Coordinators and certain exceptions including customary exceptions such as transfer of shares to a subsidiary and any public tender offer over all or part of the shares. The existing shareholders agreement between SIX and Atos will remain in place following the ABB placement.
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 Worldline shares by Credit Suisse International does not constitute a public offering in any jurisdiction, including in France.
The press release is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
In member states of the European Economic Area (“EEA”), this communication and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.
This communication is for distribution in the United Kingdom only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).
The offer and sale of the securities referred to in this announcement has not been, nor will be, registered under the United States Securities Act of 1933 (the “Securities Act”) and the securities may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States in connection with this transaction.
In addition to the foregoing restrictions, the release, publication or distribution of this press release generally may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any investment decision to buy Worldline shares in the ABB placement must be made solely on the basis of publicly available information regarding Worldline. Such information is not the responsibility of SIX.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE WORLDLINE SHARES (THE “SECURITIES”). NEITHER SIX NOR ANY OTHER PERSON MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
MiFID II retail investors/professionals/eligible counterparties only - Manufacturer target market (MiFID II product governance) in respect of Worldline shares is retail investors, eligible counterparties and professional clients only (all distribution channels).
This press release contains statements that constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No party undertakes any obligation to update or revise any forward-looking statement contained in this press release, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue or occur in the future. The statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that SIX, or persons acting on its behalf, may issue.
The information contained in this press release is subject to change in its entirety without notice up to the settlement date. SIX, the Joint Lead Global Coordinators and the Joint Bookrunners and their respective affiliates expressly disclaimers, to fullest extent permitted by applicable law, any obligation or undertaking to update, review or revise any statement contained in this press release whether as a result of new information, future developments or otherwise.