The net proceeds of the Offering will be used by the Company for general corporate purposes, including the financing of potential external growth operations.
The nominal unit value of the Bonds will be set at a premium of 35% to 40% above Edenred’s reference share price on the regulated market of Euronext in Paris (“Euronext Paris”).
The Bonds will be issued with an issue price range of 105.5% to 108.0% of par, which corresponds to a yield to maturity comprised between -1.06% and -1.53% and will not bear interest.
The final terms of the Bonds are expected to be announced today and the settlement-delivery of the Bonds is expected to take place on September 6, 2019 (the "Issue Date").
Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on September 6, 2024 (or on the following business day if this date is not a business day).
The Bonds may be redeemed prior to maturity at the option of the Company, under certain conditions. In particular, the Bonds may be fully redeemed earlier at par, at the Company’s option from September 6, 2022 until the maturity date of the Bonds, subject to a prior notice of at least 30 calendar days (without exceeding 90 calendar days), if the arithmetic average, calculated over a period of 20 consecutive trading days chosen by the Company from amongst the 40 consecutive trading days preceding the publication of the early redemption notice, of the products of Edenred’s volume weighted average price on Euronext Paris on each trading day of the considered period and the applicable conversion ratio on each such trading day exceeds 130% of the nominal value of the Bonds.
Upon a change of control leading to a rating downgrade, as these terms are defined in the conditions of the Bonds, all bondholders will have an option to request an early repayment of their Bonds, at a price equal to par value.
Application will be made for the listing of the Bonds on Euronext AccessTM of Euronext in Paris to occur within 30 days from the Issue Date.
• Conversion/Exchange Right
Bondholders will be granted a conversion/exchange right of the Bonds into new and/or existing shares of the Company (the “Conversion/Exchange Right”) which they may exercise at any time from the 41st day following the Issue Date and until the 7th business day (inclusive) preceding the maturity date or the relevant early redemption date.
The conversion/exchange ratio is set at one share per Bond (subject to standard adjustments in certain cases, as described in the conditions of the Bonds).
Upon exercise of their Conversion/Exchange Right, bondholders will receive at the option of the Company new and/or existing Edenred shares.
The new and/or existing shares potentially received will carry in all cases all rights attached to existing shares as from the date of delivery.
• Company lock-up undertaking
In the context of the Offering, the Company will agree to a lock-up undertaking on the issuance or sale of shares or of securities giving access to the share capital, for a period starting from the announcement of the final terms of the Bonds and ending 90 calendar days after the Issue Date, subject to certain customary exceptions or waiver from the financial intermediaries.
For illustrative purposes, based on a €500m nominal amount and a par value of €60.60 per OCEANE, the dilution would approximately represent 3.39% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon conversion.
• Legal framework of the Offering and placement
The Bonds will be issued by way of a placement to qualified investors only, in accordance with Article L. 411-2-II of the French monetary and financial code (Code monétaire et financier), as per the authorization granted by the Company’s combined general meeting held on May 14th, 2019 (11th resolution), via an accelerated bookbuilt placement in France and/or outside of France (excluding in particular the United States of America, Canada, Australia or Japan).
Existing shareholders of the Company shall have no preferential subscription rights nor priority subscription period in connection with the issue of the Bonds (nor the underlying new shares of the Company issued upon conversion as the case may be).
• Available information
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 Edenred, including its business, results, prospects and related risk factors are described in the Company’s registration document (Document de Référence) filed with the AMF on 28 March 2019 under number D.19-0217 which is available, together with Edenred’s interim financial report as at 30 June 2019, and other regulated information and all the press releases of the Company, on Edenred’s website (www.edenred.com).