Capital/Financing Update • Oct 21, 2009
Capital/Financing Update
Open in ViewerOpens in native device viewer
The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). They may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Atos Origin does not intend to register any portion of the proposed offering in the United States and no public offering will be made in the United States. Any offers of the securities described in this press release will be subject to the restrictions of directive 2003/71/EC of the European Parliament and of the Council of November 4th, 2003 (the "Prospectus Directive") including any relevant implementing measures in each member state of the European Economic Area in which the prospectus directive has been implemented. Potential investors into whose possession this press release comes are required by the Company and the Joint Lead Managers and Joint Bookrunners to inform themselves about and to observe these restrictions. Any offers made in violation of these restrictions will be unlawful.
Press Release
Paris, October 21, 2009 – Atos Origin (the "Company" or "Atos Origin") has launched today an offering of bonds convertible into and/or exchangeable for new or existing shares (OCEANE) due January 1, 2016 (the "Bonds") with an aggregate principal amount of €220 million.
The par value of each Bond is €46.17 which represents an issue premium of 38% over the reference price1 of the Atos Origin shares on Euronext Paris, i.e. €33.4591.
The Bonds will entitle the holders to receive new and/or existing Atos Origin shares at the ratio of one share for one Bond, subject to any further adjustments.
The Bonds will bear interest at an annual rate of 2.50 % and will be redeemed at par, or €46.17 per Bond, on January 1, 2016. The Bonds may be redeemed prior to January 1, 2016 at the option of Atos Origin or the Bondholders under certain conditions.
The aggregate principal amount of the Bonds may be increased to up to € 250 million in the event the over-allotment option granted to the Joint Lead Managers and Joint Bookrunners, is exercised in full no later than October 27, 2009.
The issue date and the settlement and delivery of the Bonds are expected to occur on October 29, 2009.
The Autorité des marchés financiers (the "AMF") has approved the French prospectus for the offering under visa number 09-305 dated October 21, 2009. The subscription period for the public offering in France will be open from October, 22, 2009 until October 26, 2009, inclusive.
The proceeds resulting from this issuance are expected to be used by the Company for general corporate purposes (including financing of potential acquisitions), the diversification of its sources of funding and the extension of its debt maturity for which no significant repayment is due before May 2011.
1 The reference price is equal to the volume-weighted average price of the Company's shares on Euronext Paris from the opening of trading on October 21, 2009 until the final terms of the Bonds are fixed.
This press release does not constitute an offer to purchase the Bonds, and Bonds will not be offered to the public in any jurisdiction other than France.
BNP Paribas and Goldman Sachs International are acting as Joint Lead Managers and Joint Bookrunners for the offering.
Atos Origin is a leading international information technology (IT) services company, providing hi-tech transactional services, consulting, systems integration and managed operations to deliver business outcomes globally. The company's annual revenues are EUR 5.5 billion and it employs 50,000 people. Atos Origin is the Worldwide Information Technology Partner for the Olympic Games and has a client base of international companies across all sectors. Atos Origin is quoted on the NYSE Euronext Paris and trades as Atos Origin, Atos Worldline and Atos Consulting. For further information, please visit www.atosorigin.com
Marie-Tatiana Collombert, Tél. : +33 (0)1 55 91 26 33, [email protected]
Gilles Arditti, Tél. : +33 (0) 1 55 91 28 83, [email protected]
For the purpose of the offering in France, a prospectus (the "French Prospectus") has been prepared consisting of the Company's Reference Document (document de référence) filed with the AMF on April 9, 2009 under No. D. 09-0251 (the "Reference Document"), two updates of the Reference Document (actualisation du document de référence) the first one filed with the AMF on July 31, 2009 under No. D.09-0251-A01 and the second one filed with the AMF on October 21, 2009 under No. D.09-0251-A02 (the "Updates to the Reference Document"), a Securities Note (Note d'opération) and a summary of the French Prospectus (included in the Securities Note) which received visa n° 09-305 from the AMF on October 21, 2009. Copies of the French Prospectus are available without charge at the registered office of Atos Origin, as well as on the Company's website (www.atosorigin.com) and the website of the AMF (www.amf-france.org). The attention of investors is drawn to the risk factors mentioned on pages 179 to 184 of the Reference Document and to paragraph 2 of the Securities Note.
No communication or information relating to the issuance by Atos Origin of bonds convertible into and/or exchangeable for new or existing shares (the "Bonds") may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken outside of France, in any country in which such action would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions and Atos Origin assumes no liability in connection with the breach by any person of such restrictions.
This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 as implemented in each member state of the European Economic Area (the "Prospectus Directive").
This press release is not an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public.
In France, the sale and purchase of the Bonds was made, initially, only to qualified investors in accordance with Article L. 411-2 of the Code monétaire et financier. The offer will be open to the public in France only after the Autorités des marchés financiers has granted its visa on the prospectus relating to the issuance and admission of the Bonds on the Euronext Paris market.
In the various Member States of the European Economic Area that have implemented the Prospectus Directive, no action has been or will be taken to permit an offer to the public requiring a prospectus in any jurisdiction other than France. As a result, the Bonds may only be offered in these Member States:
For purposes of this paragraph, the expression an "offer to the public" of Bonds in each Member State having transposed the Prospectus Directive means the communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offer of Bonds and the Bonds to be offered to enable an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
This document is for distribution only to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial promotion) Order 2005, (iii) are "high net worth entities" and other persons, to whom this Prospectus may be legally distributed within the meaning of Article 49(2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iv) are any other person to whom this document may be communicated under applicable law (all such persons together being referred to as "Qualified Persons"). The Bonds and new or existing shares received upon conversion or exchange of the Bonds (the "Securities") are intended only for Qualified Persons, and no invitation, offer or agreements to subscribe, purchase or otherwise acquire such Securities may be proposed or concluded other than with Qualified Persons. Any person other than a Qualified Person may not act or rely on this press release or any provision thereof.
The Bonds have not been registered in Italy with the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to the Italian securities legislation and, accordingly, no Bonds may be offered, sold or delivered, nor may copies of this press release or of any other document relating to the Bonds be distributed in Italy, except:
(a) to qualified investors (investitori qualificati), pursuant to Article 100 of Legislative Decree no. 58 dated February 24, 1998, as amended (the "Financial Services Act") as defined in Article 34-ter of Regulation no. 11971 dated 14 May 1999 of the "CONSOB, as amended ("CONSOB Regulation"); or
(b) in any other circumstances where an express exemption from compliance with the restrictions on offers to the public applies, as provided under Article 100 of the Consolidated Financial Services Act and Article 34-ter of the CONSOB Regulation.
Moreover, and subject to the foregoing, any offer, sale or delivery of the Bonds or distribution of copies of this Press Release or any other document relating to the Bonds in Italy under (a) or (b) above must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended (the "Banking Act"); (ii) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in Italy; and (iii) in compliance with any other applicable laws and regulations or notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy. This press release, any other document relating to the Bonds, and the information contained herein or therein are intended only for the use of its recipient and are not to be distributed to any third-party resident or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this document may rely on it or its contents. Article 100-bis of the Financial Services Act affects the transferability of the Bonds in Italy to the extent that any placing of the Bonds is made solely with qualified investors and such Bonds are then systematically resold to non-qualified investors on the secondary market at any time in the 12 months following such placing. Where this occurs, if a prospectus compliant with the Prospectus Directive has not been published, purchasers of Bonds who are acting outside of the course of their business or profession may in certain circumstances be entitled to declare such purchase void and to claim damages from any authorized person at whose premises the Bonds were purchased, unless an exemption provided for under the Financial Services Act applies.
This press release does not constitute an offer of securities in the United States. The Bonds and the shares, if any, issuable upon conversion or exchange of the Bonds have not been and will not be registered under the Securities Act of 1933 as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act. The Bonds are only being offered and sold outside of the United States in the context of an offshore transaction in accordance with Regulation S of the Securities Act. The Company does not intend to register all or part of the Bonds or shares in the United States, nor does it intend to make a public offer in the United States.
The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.
This press release may not be published, transmitted or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan.
In accordance with the terms of the underwriting agreement between the Company and the Joint Lead Managers and Joint Bookrunners, BNP PARIBAS, acting as stabilizing manager (or any other entity acting on its behalf) will have the ability, but not the obligation, as from the time at which the final terms of the Bonds and the offering become public, i.e., on October 21, 2009, to take steps so as to stabilize the market for the Bonds and possibly the shares of the Company, in accordance with applicable legislation, and in particular Regulation (EC) No. 2273/2003 of the Commission dated December 22, 2003. Such stabilization activities, if implemented, may be suspended at any time and will end at the latest on October 27, 2009, in accordance with article 8.5 of CE Regulation n° 2273/2003. Such stabilization activities may affect the price of the Bonds and shares and could result in market prices for such securities to be higher than those that might otherwise prevail.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.