INGENICO GROUP: Early Redemption of OCEANE Bonds[1]
Maturing in 2017
Ingenico Group (Euronext: FR0000125346 - ING) announced today its intention to exercise its early redemption option on January 15, 2015 in respect of all of its bonds outstanding as of January 7, 2015 that are convertible into and/or exchangeable for new or existing Ingenico shares and that mature on January 1, 2017 (ISIN FR0011018902, hereinafter "OCEANE") for which the right to conversion or exchange has not been exercised.[2] As of December 15, 2014, there were 3,175,529 OCEANE bonds outstanding (less than 50 percent of the initial total, as all others have been converted).
The holders of OCEANE bonds retain the ability up to and including January 6, 2015 to exercise their conversion/exchange rights to receive Ingenico shares at a ratio of 1.015 Ingenico share per OCEANE bond. Any OCEANE bondholder who has not exercised his or her conversion/exchange right will receive the face value of €37.44 for each bond, plus any interest accrued since the last interest payment date. This brings the total early redemption amount to €37,479492 per OCEANE bond. Interest will cease to accrue as of January 15, 2015.
Assuming that all the OCEANE bondholders opt for conversion or exchange into Ingenico shares, a maximum of 3,223,162 new shares would be issued. As set out in the indenture, for all OCEANE bondholders who submit requests for conversion in the event of early redemption of the OCEANE bonds and which Ingenico Group has received by December 31, 2014 at 4 p.m., Paris time, the shares issued to them will be delivered in January 2015 and will entitle their holders to any dividends paid in respect of 2014. Any new shares issued to bondholders requesting conversion after that date will not entitle their holders to dividends paid in respect of 2014.
All OCEANE bonds that have not been tendered for conversion will be redeemed in cash on January 15, 2015.
Requests for conversion into shares must be submitted to Société Générale Securities Services, the centralizing agent, no later than on January 6, 2015 at 5 p.m., Paris time.
Disclaimer: This early redemption undertaking may not be accepted in or from the United States of America or any other jurisdiction in which said redemption could be unlawful or subject to restrictions, nor may it be addressed to persons residing in the United States of America or in any such jurisdiction. No document pertaining to this early redemption may be directly or indirectly transmitted.
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.
Learn more at www.ingenico.com twitter.com/ingenico
Contacts / Ingenico Group
| Investors & Communication Catherine Blanchet VP IR & Corporate Communication catherine.blanchet@ingenico.com (T) / +33 1 58 01 85 68 | Communication Coba Taillefer External Communications Manager coba.taillefer@ingenico.com (T) / + 33 1 58 01 89 62 | Investors Caroline Alamy Investor Relations Caroline.alamy@ingenico.com (T) / +33 1 58 01 85 09 |
[1] Bonds issued on March 11, 2011 and maturing in 2017 that are convertible into and/or exchangeable for new or existing shares.
[2] In accordance with Articles 4.1.8.1.3 and 4.1.8.2 of the Note d'Opération included in the Prospectus approved by the French Autorité des Marchés Financiers under visa number 11-062 on March 3, 2011.
