NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities and the offer of the Worldline shares does not constitute a public offering other than to qualified investors in any jurisdiction, including in France.
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- Sale of ca. 11m Worldline shares representing ca. 6.0% of the Worldline share capital through a private placement by way of an accelerated bookbuilding
- Upon completion of this accelerated bookbuilt private placement and the unwinding of the Equity Collar, SIX will still hold ca. 16.3% of the Worldline share capital
Zurich, 27 April 2020 – SIX plans to sell ca. 10m Worldline shares, representing ca. 5.5% of the Worldline share capital, through a placement to qualified investors only, as defined in article 2 point (e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), by way of an accelerated bookbuilding (the “Placement”).
Separately, SIX has been unwinding the Equity Collar transaction on Worldline shares entered into on 29 October 2019. As part of the unwind, SIX is concurrently selling ca. 1m additional Worldline shares into the above mentioned accelerated bookbuilding private placement.
Altogether, with these transactions representing ca. 11m Worldline shares or ca. 6.0% of Worldline share capital, SIX plans to dispose only part of its stake in Worldline. Upon completion of the Placement and the unwinding of the Equity Collar, SIX will still hold ca. 16.3% of the Worldline share capital, which continues to be a strategic investment for SIX.
Following the Placement, SIX will be subject to a 90-day lock-up period, subject to certain standard exceptions.
The proceeds of the Placement will be used by SIX to contribute to the financing mix of the acquisition of Bolsas y Mercados Españoles (BME). On 18 November 2019 SIX announced its intention to make an all-cash voluntary tender offer for BME. On 26 March 2020, the Spanish authorities approved the offer from SIX and the acceptance period for BME shareholders is currently ongoing until 11 May 2020. In addition to the proceeds from the Placement, the financing mix for the BME acquisition is expected to consist of available cash on balance sheet, the proceeds from the equity collar on Worldline shares entered into on 29 October 2019, as well as debt financing.
J.P. Morgan Securities plc, Credit Suisse and UBS are acting as Joint Bookrunners (“Joint Bookrunners”) of the Placement.
The final terms of the Placement are expected to be announced on 28 April 2020 at the latest. Settlement of the Placement is expected to take place on or around 30 April 2020.
Daniel Schmucki, CFO SIX, declared: “Today’s Placement is driven by an important extraordinary strategic step for SIX: the intended acquisition of BME. At the same time, Worldline continues to be a highly strategic investment for SIX. SIX intends to remain a medium to long-term shareholder in Worldline, fully committed to its continued role on Worldline’s board of directors.
SIX – as stated on 3 February 2020 – also fully supports Worldline’s tender offer for the complete takeover of all Ingenico shares by Worldline, and will vote in favor of all necessary resolutions at the Extraordinary Shareholder Meeting on 9 June 2020. After today’s Placement and the sale of the Collar shares, SIX would still be a major shareholder of the combined group with a stake of approximately 11% and from 1 December 2020 expected voting rights of approximately 19% resulting from the attribution of double voting rights, with 3 seats on the Board.
Subject to the final decisions of its corporate governance bodies, SIX still intends to commit to a new lock-up effective upon closing of the transaction (expected in Q3 2020) until end of H1 2021 as evidence of its full support to the contemplated strategic transaction with Ingenico and consistent with its position as medium to long term reference shareholder of the combined group.”
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Disclaimer
This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities and the offer of Worldline shares (the “Shares”) by SIX Group AG does not constitute a public offering other than to qualified investors in any jurisdiction, including in France.
The press release is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
In member states of the European Economic Area and in the United Kingdom, this communication and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.
This communication is for distribution in the United Kingdom only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order.
The offer and sale of the securities referred to in this announcement has not been, nor will be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and the securities may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offering of the securities in the United States in connection with this transaction.
The securities referred to in this announcement may only be sold pursuant to an available exemption from the prospectus requirements of applicable Canadian securities laws. The securities will only be offered and sold in Canada to purchasers that qualify as “accredited investors” and additionally also qualify as “permitted clients” within the meaning of applicable Canadian securities laws. In Canada, the securities are not being offered and may not be sold in the Province of Prince Edward Island, Yukon, the Northwest Territories or Nunavut.
In addition to the foregoing restrictions, the release, publication or distribution of this press release generally may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any investment decision to purchase Shares in the Placement must be made solely on the basis of publicly available information regarding Worldline. Such information is not the responsibility of SIX Group AG.
The Joint Bookrunners are acting on behalf of SIX GROUP AG and no one else in connection with the Placement and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to the Placement.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES. NEITHER SIX GROUP AG NOR THE JOINT BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SHARES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SHARES OR (III) THE FUTURE PERFORMANCE OF THE SHARES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
MiFID II retail investors/professionals/eligible counterparties only – Manufacturer target market (MiFID II product governance) in respect of the Shares is retail investors, eligible counterparties and professional clients only (all distribution channels).
Pursuant to the Commission Implementing Regulation (EU) 2016/1055, this press release may contain inside information and has been sent to the authorized broadcaster of SIX Group AG.
This press release contains statements that constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No party undertakes any obligation to update or revise any forward-looking statement contained in this press release, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue or occur in the future. The statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that SIX Group AG, or persons acting on its behalf, may issue.
The information contained in this press release is subject to change in its entirety without notice up to the settlement date. SIX Group AG, the Joint Bookrunners and their respective affiliates expressly disclaim, to fullest extent permitted by applicable law, any obligation or undertaking to update, review or revise any statement contained in this press release whether as a result of new information, future developments or otherwise.