Implementation of the squeeze out with respect to the Ingenico
shares and OCEANEs following the Worldline's friendly tender offer
Implementation of the squeeze out
with respect to the Ingenico shares and OCEANEs following the
Worldline's friendly tender offer
Bezons and Paris, November 13,
2020
In accordance with the notice published
today by the Autorité des marchés financiers (AMF), Worldline will
implement on November 19, 2020 a squeeze-out with respect to all
Ingenico shares which have not been tendered to the tender offer1,
i.e., 2,576,195 Ingenico shares representing 4.04% of the share
capital and at most 4.93% of the voting rights2 of Ingenico and of
all the Ingenico OCEANEs that were not tendered to the tender
offer, i.e. 10,449 Ingenico OCEANEs, representing 0.36% of the
number of outstanding OCEANEs.
It is specified that the number of
Ingenico shares likely to be created as a result of the conversion
of the Ingenico OCEANEs not presented in the Offer added to the
number of shares not presented in the Offer represent 3.88%3 of the
sum of the existing and likely to be created equity securities in
connection with the OCEANEs.
The compensation to be paid in
connection with the squeeze-out will be equal to the price of the
secondary cash offer for the shares (i.e., 123.10 euros per
Ingenico share) and to the price of the cash offer for the OCEANEs
(i.e. 179 euros per OCEANE).
The Ingenico shares and OCEANEs will be
delisted from Euronext in Paris on November 19, 2020, the date on
which the squeeze-out will be implemented.
Technical modalities of the
squeeze-out
Once Euroclear France has closed the
affiliates’ accounts, the custody account-keeping institutions will
request Caceis Corporate Trust, to make payment of the compensation
for the shares registered in their books which have not been
tendered to the tender offer, and will credit the accounts of the
Ingenico security holders with the compensation due. Caceis
Corporate Trust has been appointed by Worldline to act as the
custody account-keeper to centralize completion of the transactions
in connection with the squeeze-out.
The funds corresponding to the
compensation not requested by the custody account-keeping
institutions on behalf of the beneficiaries will be kept by Caceis
Corporate Trust for a period of ten years after the squeeze-out and
will be transferred to the Caisse des Dépôts et Consignations
following the expiry of such period. Such funds may be claimed at
any time by their respective beneficiaries, subject to a
thirty-year statute of limitations, after which the funds will
become the property of the French State.
Availability of documents
relating to the offer
Worldline's offer document and
Ingenico's response document, as approved by the AMF on July 28,
2020 under visa no. 20-370 and visa no. 20-371 respectively, as
well as documents relating to the other information relating to the
legal, financial, accounting and other characteristics of Worldline
and Ingenico as filed with the AMF on July 28, 2020 are available
respectively on the AMF website (www.amf-france.org) and on the
websites of (www.worldline.com) and Ingenico (www.ingenico.com).
These documents may be obtained free of charge from Worldline (80
quai Voltaire, River Ouest, 95870 Bezons) or Ingenico (28-32,
boulevard de Grenelle, 75015 Paris), depending on whether they
relate to Worldline or Ingenico.
Worldline
contact
Investor
RelationsDavid
Pierre-Kahn+33 6 28 51 45
96david.pierre-kahn@worldline.com
CommunicationSandrine van
der Ghinst+32 499 585
380sandrine.vanderghinst@worldline.com
PressAnne-Sophie
Gentilasgentil@kairosconsulting.fr
Ingenico
contact
Investor
RelationsLaurent
Marie+33 7 84 50 18
90laurent.marie@ingenico.com
PressHélène
Carlander+33 (0)7 72 25 96
04helene.carlander@ingenico.com
About
Worldline
Worldline [Euronext: WLN] is the
European leader in the payment and transactional services industry.
With innovation at the core of its DNA, Worldline’s core offerings
include Pan-European and domestic Commercial Acquiring for physical
or online businesses, secured payment transaction processing for
banks and financial institutions, as well as transactional services
in e-Ticketing and for local and central public agencies. Thanks to
a presence in 30+ countries, Worldline is the payment partner of
choice for merchants, banks, public transport operators, government
agencies and industrial companies, delivering cutting-edge digital
services. Worldline’s activities are organized around three axes:
Merchant Services, Financial Services including equensWorldline and
Mobility & e-Transactional Services. Worldline employs circa
12,000 people worldwide, with 2019 revenue of circa 2.4 billion
euros. worldline.com
Worldline’s corporate purpose (“raison
d’être”) is to design and operate leading digital payment and
transactional solutions that enable sustainable economic growth and
reinforce trust and security in our societies. Worldline makes them
environmentally friendly, widely accessible and support social
transformation.
About
Ingenico
Ingenico Group (Euronext: FR0000125346 –
ING) is shaping the future of payments for sustainable and
inclusive growth. As a global leader in seamless payments, we
provide merchants with smart, trusted and secure solutions to
empower commerce across all channels and enable simplification of
payments and deliver customer promises. We are the trusted and
proactive world-class partner for financial institutions and
retailers, from small merchants to the world’s best-known global
brands. We have a global footprint with more than 8,000 employees,
90 nationalities and a commercial presence in 170 countries. Our
international community of payment experts anticipates the
evolutions of commerce and consumer lifestyles to provide our
clients with leading-edge complete solutions wherever they are
needed. ingenico.com.
Important
information
This press release is disseminated for
information purposes only and does not constitute an offer to
purchase, or a solicitation of an offer to sell, any Worldline or
Ingenico securities.
Investors and shareholders are strongly
advised to read the offer document and response document, as
approved by the AMF on July 28, 2020 under visa no. 20-370 and visa
no. 20-371 respectively, as well as documents relating to the other
information of each company, which are available on the AMF website
(www.amf-france.org) and the website of Worldline
(www.worldline.com) or the website of Ingenico
(www.ingenico.com).
This press release must not be
published, broadcasted or distributed, directly or indirectly, in
any country in which the distribution of this information is
subject to legal restrictions. The tender offer will not be open to
the public in jurisdictions in which its launch is subject to legal
restrictions. The publication, broadcasting or distribution of this
press release in certain countries may be subject to legal or
regulatory restrictions. Therefore, persons located in countries
where this press release is published, broadcasted or distributed
must inform themselves about and comply with such restrictions.
Worldline and Ingenico disclaim any responsibility for any
violation of such restrictions.
In particular, this press release does
not constitute an offer to purchase, or a solicitation of an offer
to sell, any securities in the United States or any other
jurisdiction. Securities may not be offered or sold in the United
States unless they have been registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”) or the
securities laws of any U.S. state, or are exempt from registration.
The securities that may be offered in any transaction have not been
and will not be registered under the U.S. Securities Act or the
securities laws of any U.S. state and Worldline does not intend to
make a public offering of any such securities in the United
States.
1 With the exception of the 1,284,222 Ingenico treasury
shares and the 16,938 Ingenico free shares granted under the 2017
plans covered by the liquidity mechanism.
2 Based on a share capital of 63,713,047 shares
representing at least 64,305,068 voting rights of Ingenico as of
October 31, 2020 as published by Ingenico on November 4, 2020 (it
being specified that the treasury shares and the free shares
abovementioned, representing 2.05% of the Ingenico share capital,
are taken into account in the calculation of the percentages of
ownership).
3 Based on a conversion or exchange ratio of 1.009 new
or existing shares for one OCEANE, applicable as from the date
following the 5 business days after the last day on which the
Ingenico shares could be tendered to the reopened Offer (subject to
additional adjustments provided for in the terms and conditions of
the OCEANEs).
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PR