“Early redemption of the 2009 Convertible Bonds (OCEANE) and launch of a share buy-back program of EUR 115 million”
Paris, September 16th, 2013
Atos SE has decided to proceed with the early redemption of all of the outstanding Convertible Bonds (OCEANE), issued in 2009 and due January 1st, 2016, (the “2009 Bonds”). A notice, herein attached, will be published in the official gazette (Journal officiel and Bulletin des Annonces Légales Obligatoires), on September 18th, 2013.
The holders of 2009 Bonds will have the option, either to convert their 2009 Bonds into Atos SE shares, at the ratio of 1.03 Atos SE share per 2009 Bond presented, or to receive a cash amount equal to EUR 47.08708 per 2009 Bond at the latest on October 9th, 2013.
Should the conversion be chosen by all the bondholders, the total number of newly-issued shares would be 5.6 million. The net cash position in the Group balance sheet would be increased by an amount of EUR 230 million. In this context, the Board of Directors decided, according to the authorization granted by the Combined General Meeting of May 29th, 2013, to initiate at the same time a buy-back program of Atos SE shares corresponding to half of this amount, i.e. EUR 115 million, which will start in the next few days and realized over the next six months.
The maximum price and other conditions of this program will be in compliance with the resolution approved by the Combined General Meeting of May 29th, 2013 and transactions carried out under this program will be regularly reported to the financial market, in accordance with the applicable regulation.
The shares purchased through the buy-back program are expected to be deleted or delivered against other dilutive instruments.
Thierry Breton, Chairman and CEO at Atos said: “by taking the decision to proceed with the early redemption of the 2009 Bonds and by launching at the same time a share buy-back program, the Group reinforces its equity while associating investors who contributed to its success. The Board of Directors considers that this buy-back program reflects the success of the integration of Siemens IT Solutions and Services (SIS) and its confidence in the next step of Atos' development.”
Notice of the exercise of early redemption option with respect to the 2.5% bonds convertible into and/or exchangeable for new or existing Atos SE shares due January 1st, 2016
Atos SE (ISIN FR0000051732) has decided to exercise its early redemption option with respect to all of its 2.5% Bonds convertible into and/or exchangeable for new or existing Atos SE shares due January 1st, 2016 issued on October 29th, 2009 (ISIN FR0010816280) and remaining outstanding (the “Bonds”) in accordance with the provisions of section 22.214.171.124.3 (1) of the note d'opération included in the prospectus that received visa n° 09-305 from the French Autorité des Marchés Financiers on October 21st, 2009.
The early redemption will occur on October 18th, 2013 at par value (EUR 46.17) of the Bonds plus interest accrued since the most recent interest payment date of EUR 0.91708, representing a total amount of EUR 47.08708 per Bond. Interest on the Bonds will cease to accrue as from October 18th, 2013.
Bondholders will retain the ability to exercise their conversion/exchange right to receive Atos SE shares (ISIN FR0000051732) until the expiry of the seventh business day preceding October 18th, 2013, i.e., October 9th, 2013 inclusive, at the ratio of 1.03 Atos SE share per Bond presented. The terms of the exercise of the conversion/exchange right are set forth in section 4.2.4 (“Terms of exercise of the Conversion/Exchange Right”) of the note d'opération.
Any bondholder who has not exercised its conversion right will receive on October 18th, 2013 an amount equal to EUR 47.08708 per Bond, which includes accrued interest.
BNP Paribas Securities Services, Les Grands Moulins de Pantin, 9 rue du débarcadère 93671 PANTIN, centralizes conversion/exchange requests for Atos SE shares and is the designated financial service provider with respect to the Bonds.
This notice does not constitute an offer of securities in the United States, Italy, the United Kingdom or any other State. No document related to the exercise of the early redemption option can be transmitted, directly or indirectly, (i) to the United States of America, Italy or the United Kingdom, or (ii) to any other country where the exercise of the early redemption option would be illegal or subject to restrictions, or (iii) to persons residing in the United States of America, Italy, the United Kingdom or any such countries.
25 October 2013 Third quarter 2013 Revenue
Investor Relations: Gilles Arditti Tel +33 (0) 1 73 26 00 66
Press: Josephina de Vries Tel +31 (0) 6 30 27 26 11
Benedicte Brissart-Rullier Tel +33 (0) 1 73 26 13 97
This press release does not constitute an offer of securities in the United States, Italy, the United Kingdom or any other State. No document related to the exercise of the early redemption option can be transmitted, directly or indirectly, (i) to the United States of America, Italy or the United Kingdom, or (ii) to any other country where the exercise of the early redemption option would be illegal or subject to restrictions, or (iii) to persons residing in the United States of America, Italy, the United Kingdom or any such countries.
Atos SE (Societas europaea) is an international information technology services company with annual 2012 revenue of EUR 8.8 billion and 77,000 employees in 48 countries. Serving a global client base, it delivers IT services in 3 domains, Consulting & Technology Services, Systems Integration and Managed Services & BPO, and transactional services through Worldline. With its deep technology expertise and industry knowledge, it works with clients across the following market sectors: Manufacturing, Retail & Services; Public sector, Healthcare & Transports; Financial Services; Telco, Media & Utilities.
Atos is focused on business technology that powers progress and helps organizations to create their firm of the future. It is the Worldwide Information Technology Partner for the Olympic and Paralympic Games and is quoted on the NYSE Euronext Paris market. Atos operates under the brands Atos, Atos Consulting & Technology Services, Worldline and Atos Worldgrid.