INGENICO GROUP: Ingenico Group announces the success of its offering of Bonds Convertible into and/or Exchangeable for New and/or Existing Shares (OCEANEs)
(Thomson Reuters ONE) -
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
Ingenico Group announces the success of its offering of Bonds Convertible into
and/or Exchangeable for New and/or Existing Shares (OCEANEs)
Ingenico Group (the « Company » or « Ingenico Group ») (ISIN: FR0000125346 -
ING) has launched today an offering of bonds convertible into and/or
exchangeable for new and/or existing shares ("OCEANEs") due 2022 (the "Bonds")
with a nominal amount of approximately ?500 million, representing a potential
dilution of 4.8% of the Company's share capital.
Philippe Lazare, Chief Executive Officer of Ingenico Group, commented: "We are
delighted with this successful issuance of convertible bonds which, while
benefiting from favorable conditions, was significantly over-subscribed. This
success reflects investors' confidence in Ingenico Group's prospects for the
future. It will enable us to pursue our strategy of profitable growth aimed at
strengthening our position as global leader in seamless payment."
The Bonds' nominal value has been set at ?172.15 per Bond, representing an issue
premium of 55% above Ingenico Group's reference share price[1].
The Bonds will not bear any interest. The Bonds will be issued at par on 26 June
2015, the expected settlement date of the Bonds, and redeemed at par on 26 June
2022 (or on the following business day if this date is not a business day).
The Bonds will entitle their holders to receive new and/or existing Ingenico
Group shares at a ratio of one share per one Bond, subject to any potential
subsequent adjustments. The Bonds may be redeemed prior to maturity at the
option of the Company, under certain conditions.
In the context of the offering, the Company has agreed to a lock-up undertaking
of 90 days, subject to certain exceptions.
The Bonds have been offered only by way of a private placement in France and
outside France (excluding the United States of America, Canada, Australia or
Japan) to persons referred to in Article L. 411-2-II of the French monetary and
financial code (Code monétaire et financier).
An application for the listing of the Bonds on the Open Market (Marché Libre) of
Euronext in Paris will be made. Such listing is expected on 26 June 2015.
This offering has been managed by Goldman Sachs International and Société
Générale Corporate & Investment Banking acting as Global Coordinators, Joint
Lead Managers and Joint Bookrunners, and Barclays Bank PLC, BNP PARIBAS, HSBC
and Natixis acting as Joint Lead Managers and Joint Bookrunners.
The offering of the Bonds is not subject to a prospectus approved by the French
Financial Market Authority (Autorité des marchés financiers) (the « AMF »).
Detailed information on Ingenico Group, including its business, results,
prospects and related risk factors are described in the Company's reference
document filed with the AMF on 20 March 2015 under number D.15-0183, which is
available together with all the press releases and other regulated information
about the Company, on Ingenico Group's website (www.ingenico.com). The Terms and
Conditions of the Bonds will be made available on the Company's website.
This press release does not constitute or form part of any offer or solicitation
to purchase or subscribe for or to sell securities and the offering of the Bonds
is not an offer to the public in any jurisdiction, including France.
--------------------------------------------------------------------------------
[1] The reference share price is equal to the volume-weighted average price of
the Company's shares recorded on the regulated market of Euronext in Paris from
the opening of trading on 23 June 2015 until the determination of the final
terms and conditions of the Bonds.
About Ingenico Group
Ingenico Group (Euronext: FR0000125346 - ING) is the global leader in seamless
payment, providing smart, trusted and secure solutions to empower commerce
across all channels, in-store, online and mobile. With the world's largest
payment acceptance network, we deliver secure payment solutions with a local,
national and international scope. We are the trusted world-class partner for
financial institutions and retailers, from small merchants to several of the
world's best known global brands. Our solutions enable merchants to simplify
payment and deliver their brand promise.
www.ingenico.com twitter.com/ingenico
Contacts
Investors & Communication Investors
Catherine Blanchet Caroline Alamy
VP IR & Corporate Communication Investor Relations
catherine.blanchet(at)ingenico.com caroline.alamy(at)ingenico.com
(T) / +33 1 58 01 85 68 (T) / +33 1 58 01 85 09
Important notice
This press release may not be published, distributed or released directly or
indirectly in the United States of America, Canada, Australia or Japan.
No communication or information relating to the issuance by Ingenico Group of
bonds convertible into and/or exchangeable for new and/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 in any country in which such registration or approval would be
required. The issuance or the subscription of the Bonds may be subject to legal
and regulatory restrictions in certain jurisdictions; Ingenico Group 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 amended, 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 any
jurisdiction, including France.
The Bonds will be offered only by way of a private placement in France and
outside France (excluding the United States of America, Canada, Australia or
Japan) to persons referred to in Article L.411-2-II of the French monetary and
financial code (Code monétaire et financier), without an offer to the public in
any country (including France).
European Economic Area
With respect to the Member States of the European Economic Area which have
implemented the Prospectus Directive (the "Relevant Member States"), no action
has been undertaken or will be undertaken to make an offer to the public of the
Bonds requiring a publication of a prospectus in any Relevant Member State. As a
result, the Bonds may only be offered in Relevant Member States:
(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive); or
(c) in any other circumstances falling within Article 3(2) of the
Prospectus Directive.
For the purposes of this paragraph, (i) the expression "offer to the public of
Bonds" in any Relevant Member States, means any communication, to individuals or
legal entities, in any form and by any means, of sufficient information on the
terms and conditions of the offering and on the Bonds to be offered, thereby
enabling an investor to decide to purchase or subscribe for the Bonds, as the
same may be varied in that Member State.
These selling restrictions with respect to Member States apply in addition to
any other selling restrictions which may be applicable in the Member States who
have implemented the Prospectus Directive.
France
The Bonds have not been and will not be offered or sold or cause to be offered
or sold, directly or indirectly, to the public in France. Any offer or sale of
the Bonds and distribution of any offering material relating to the Bonds have
been and will be made in France only to (a) persons providing investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés)
acting for their own account, as defined in, and in accordance with, Articles L.
411-2 and D.411-1 of the French monetary and financial Code (Code monétaire et
financier).
United Kingdom
This press release is addressed only (i) to persons located outside the United
Kingdom, (ii) to investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (iii) to people designated by Article 49(2) (a) to (d) of the Order or
(iv) to any other person to whom this press release could be addressed pursuant
to applicable law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv)
all deemed relevant persons ("Relevant Persons"). The Bonds and, if applicable,
the shares of Ingenico Group to be delivered upon exercise of the conversion
rights (the "Financial Instruments") are intended only for Relevant Persons and
any invitation, offer of contract related to the subscription, tender, or
acquisition of the Financial Instruments may be addressed and/or concluded only
with Relevant Persons. All persons other than Relevant Persons must abstain from
using or relying on this document and all information contained therein.
This press release is not a prospectus which has been approved by the Financial
Services Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Order.
Each institution in charge of the placement has represented and agreed that:
(i) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated invitations or inducements to engage in
investment activity (within the meaning of Section 21 of the Financial Services
and Markets Act 2000), received by it in connection with the Bonds, in
circumstances in which Section 21(1) of the Financial Services and Markets Act
2000 does not apply to the issuer; and
(ii) it has complied and will comply with all applicable provisions of
the Financial Services and Market Act 2000 with respect to anything that it has
done or will do in relation to the Bonds in the United Kingdom, from the United
Kingdom or otherwise involving the United Kingdom.
United States of America
This press release may not be published, distributed or transmitted in the
United States of America (including its territories and dependencies, any State
of the United States of America and the district of Columbia). This press
release does not constitute or form a part of any offer or solicitation to
purchase for securities in the United States of America. The securities
mentioned herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), the law of any state
of the United States of America and may not be offered or sold in the United
States of America to U.S. persons, or for the account or benefit of U.S.
persons, except pursuant to an exemption from, or a transaction not subject to,
the registration requirements of the Securities Act or the law of the above
states. The Bonds will be offered or sold only outside of the United States of
America and to people who are not some "U.S. persons" and in offshore
transactions, in accordance with Regulation S of the Securities Act. Ingenico
Group does not intend to register any portion of the proposed offering in the
United States of America and no public offering will be made in the United
States of America.
Canada, Australia and Japan
The Bonds may not and will not be offered, sold or purchased in Canada,
Australia or Japan.
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 Canada, Australia or Japan.
PDF VERSION:
http://hugin.info/143483/R/1930679/693970.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: INGENICO via GlobeNewswire
[HUG#1930679]
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Datum: 23.06.2015 - 17:29 Uhr
Sprache: Deutsch
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