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Teleperformance SE

Capital/Financing Update Nov 24, 2020

1695_rns_2020-11-24_2f743572-32a2-4fc4-b321-3edf589dbfa4.pdf

Capital/Financing Update

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MIFID II PRODUCT GOVERNANCE / TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PRIIPs / IMPORTANT – PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Final Terms dated 24 November 2020

Teleperformance SE

Euro 3,000,000,000 Euro Medium Term Note Programme

SERIES NO: 1 TRANCHE NO: 1

Issue of Euro 500,000,000 0.250 per cent. Notes due 26 November 2027 (the "Notes")

issued by Teleperformance SE (the "Issuer") Legal Entity Identifier of the Issuer (LEI): 9695004GI61FHFFNRG61

BNP PARIBAS CITIGROUP GLOBAL MARKETS LIMITED CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK CREDIT INDUSTRIEL ET COMMERCIAL S.A. HSBC FRANCE MUFG SECURITIES (EUROPE) N.V. SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

and STANDARD CHARTERED BANK

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 19 November 2020 which has received approval no. 20-560 from the Autorité des marchés financiers (the "AMF") on 19 November 2020 which constitutes a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus and the Final Terms are available for viewing on the website of the AMF (www.amf-france.org) and of Teleperformance (https://www.teleperformanceinvestorrelations.com/)) and printed copies may be obtained from Teleperformance at 21-25 rue Balzac, 75008 Paris, France.

1 Issuer: Teleperformance SE
2
(i)
Series Number:
1
(ii)
Tranche Number:
1
3 Specified Currency: Euro
4 Aggregate Nominal Amount:
(i)
Series:
(ii) Tranche:
Euro 500,000,000
Euro 500,000,000
5 Issue Price: 99.213% per cent. of the Aggregate Nominal Amount
6
7
Specified Denomination(s): Euro 100,000
(i)
Issue Date:
26 November 2020
(ii) Interest Commencement Date: Issue Date
8 Maturity Date: 26 November 2027
9 Business Day Convention: Following Business Day Convention/unadjusted
10 Interest Basis: 0.250% per cent. Fixed Rate (further particulars specified
below)
11 Redemption Basis: Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount.
12 Change of Interest Basis: Not Applicable
13 Put/Call Options: Make-Whole Redemption
Option
Residual Maturity Call Option
Squeeze-Out Call Option
Change of Control Put Option
(further particulars specified below)
14 (i) Status of the Notes:
(ii) Date of Board approval for
issuance of Notes obtained:
Unsubordinated
12 November 2020 and decision of Mr. Olivier Rigaudy,
acting as Directeur général délégué of Teleperformance
SE dated 20 November 2020

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15 Fixed Rate Note Provisions: Applicable
(i)
Rate of Interest:
0.250 per cent. per annum payable annually in arrear on
each Interest Payment Date
(ii) Interest Payment Date(s): 26 November in each year commencing on 26 November
2021
(iii) Fixed Coupon Amount: Euro 250 per Specified Denomination
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Determination Dates: 26 November in each year
16 Floating Rate Note Provisions: Not Applicable
17 Zero Coupon Note Provisions: Not Applicable
18 Inflation Linked Notes - Provisions
relating to CPI or HICP Linked
Interest:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
19 Call Option: Not Applicable
20 Make-Whole Redemption Option: Applicable
(i)
Notice period:
As per the Conditions
(ii) Reference Security: FRTR 2.750% Oct27 @123.47% (ISIN FR0011317783)
(iii)
Similar Security:
As per the Conditions
(iv) Redemption Margin: 0.15 per cent.
(v)
Party, if any, responsible for
calculating the principal and/or
interest due (if not the Calculation
Agent):
Not Applicable
(vi) Reference Dealers: As per Condition 6(c)
21 Residual Maturity Call Option: Applicable
(i)
Call Option Date:
26 August 2027
(ii) Notice period: As per the Conditions
22 Put Option: Not Applicable
23 Squeeze-Out Call Option: Applicable
(i)
Squeeze-Out Percentage:
75 per cent.
Squeeze-Out
Redemption
Amount:
Euro 100,000 per Note of Euro 100,000 Specified
Denomination
24 Acquisition Event Call Option: Not Applicable
25 Change of Control Put Option: Applicable
26 Final Redemption Amount of each
Note:
Euro 100,000 per Note of Euro 100,000 Specified
Denomination

Inflation Linked Notes – Provisions relating to the Final Redemption Amount: Not Applicable

27 Early Redemption Amount

  • (i) Early Redemption Amount(s) of each Note payable on redemption for taxation reasons (Condition 6(k)), for illegality (Condition 6(o)) or on event of default (Condition 9): Euro 100,000 per Note of Euro 100,000 Specified Denomination Yes
  • (ii) Redemption for taxation reasons permitted on days others than Interest Payment Dates:
  • (iii) Unmatured Coupons to become void upon early redemption (Materialised Notes only)): Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

28 Form of Notes: Dematerialised Notes
(i)
Form of Dematerialised Notes:
Bearer form (au porteur)
(ii) Registration Agent: Not Applicable
(iii) Temporary Global Certificate: Not Applicable
(iv) Applicable TEFRA exemption: Not Applicable
29 Exclusion of the possibility to request
identification of a Noteholder as
Provided by Condition 1(a):
Not Applicable
30 Financial Centre(s) (Condition 7(h)): Not Applicable
31 Talons
for
future
Coupons
or
Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):
No.
32 Details relating to Instalment Notes: Not Applicable
33 Redenomination provision: Not Applicable
34 Purchase in accordance with
applicable French laws and
regulations:
Applicable
35 Consolidation provisions: The provisions in Condition 14 (b) should apply for further
issues.
36 Masse (Condition 11): L'Association de représentation des masses de titulaires de
valeurs mobilières
Centre Jacques Ferronnière
Mailing address :
32 rue du Champ de Tir – CS 30812
44308 Nantes Cedex 3
France
www.asso-masse.com
[email protected]

The Representative will receive a remuneration of Euro 500, payable on the Issue Date for the first year and then on each anniversary date, and excluding the Maturity Date of the Notes.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Teleperformance SE:

By: Olivier RIGAUDY Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TOTRADING

(i)
Listing and admission to trading:
Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on Euronext Paris
with effect from the Issue Date.
(ii) Estimate of total expenses related to
admission to trading:
Euro 5,500
2. RATINGS
Ratings: The Notes to be issued have been rated:
Standard & Poor's Ratings Services ("S&P"): BBB

S&P is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended)

3. INTERESTS OF NATURALAND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as disclosed for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. REASONS FOR THE OFFER AND ESTIMATED NETPROCEEDS

(i) Reasons for the offer: The net proceeds will be used for the Issuer's general
corporate purposes and the Health Advocate acquisition.
(ii) Estimated net proceeds: Euro 494,565,000
5. YIELD
Indication of yield: 0.364 per cent. per annum
The yield is calculated at the Issue Date on the basis of the
Issue Price. It is not an indication of future yield
6. OPERATIONAL INFORMATION
ISIN: FR0014000S75
Common Code: 226454357
Depositaries
(i) Euroclear France to act as Yes
Central Depositary:
(ii) Common Depositary for No
Euroclear Bank SA/NV and

Clearstream Banking, S.A.:

Any clearing system(s) other than
Euroclear Bank SA/NV and
Not Applicable
Clearstream
Banking, S.A. and the relevant
identification number(s):
Delivery: Delivery against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
7. DISTRIBUTION
(i) Method of distribution: Syndicated
(ii) If syndicated:
(A) Names of Managers: BNP Paribas
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Crédit Industriel et Commercial S.A.
HSBC France
MUFG Securities (Europe) N.V.
Société Générale
Standard Chartered Bank
(B) Stabilising Manager(s) if any: Crédit Agricole Corporate and Investment Bank
(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(iv) US Selling Restrictions (Categories
of potential investors to which the
Reg. S Compliance Category 2 applies to the Notes;
TEFRA not applicable

Notes are offered):

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