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.
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.
