Worldline announces the success of a € 1 billion bonds issuance

Worldline announces the success of a € 1 billion bonds issuance

Issuance of fixed rate senior unsecured notes, in the Euro bond market, in 2 tranches with respective maturities of 3 years and 7 years

These bonds are issued for the pre-financing of the contemplated acquisition of Ingenico and/or for general corporate purposes

Bezons, 23 June 2020 – Worldline [Euronext: WLN], European leader in payments and transactional services, announces that it has priced its senior unsecured bond issuance for a total of € 1 billion:

• A € 500 million tranche maturing in 3 years with a 0.500% coupon and a 0.528% yield
• A € 500 million tranche maturing in 7 years with a 0.875% coupon and a 0.980% yield

Proceeds will be used for the pre-financing of the contemplated acquisition of Ingenico and/or for general corporate purposes. The settlement date will be on June 30, 2020.

The bonds are expected to be rated BBB by S&P Global Ratings, in line with the corporate credit rating of the Company, and the terms and conditions reflect standard Investment Grade documentation.

The notes are issued as part of a recently signed Euro Medium Term Note programme, under French law, and will be listed on the Luxembourg Stock Exchange.

Eric Heurtaux, Chief Financial Officer of Worldline declared: “This transaction on favorable terms confirms Worldline’s attractiveness in the debt markets and improves the diversification of our funding sources and maturities. By anticipating a large part of its financing, Worldline demonstrates its confidence and materializes an important milestone towards the closing of the planned acquisition of Ingenico.”

BNP Paribas, Barclays, Crédit Agricole Corporate and Investment Banking, Commerzbank, Morgan Stanley, Natixis, Société Générale, and UniCredit acted as Joint lead managers and Active book runners.

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’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.

Contacts

Investors Relations

David Pierre-Kahn

96

Communication

Sandrine van der Ghinst

+32 499 585 380

Press

Anne-Sophie Gentil

94

Important information - Disclaimer

This press release is disseminated for information purposes only and does not constitute, or form a part of, an offer or invitation to sell or purchase, or any solicitation to sell, purchase or subscribe for, any of the bonds of Worldline (the “Securities”) in the United States (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)). The Securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Worldline does not intend to register any portion of the offering of the Securities in the United States of America or to conduct a public offering of the Securities in the United States.

The Securities have only been offered only by way of a private placement to institutional investors comprising, for the purposes of this press release, professional clients and eligible counterparties within the meaning of MiFID II. The Securities may not be offered or sold to retail investors (as defined hereafter). No Key Information Document under PRIIPs (required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") has been and will be prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, 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.

No communication or information relating to the offering of the Securities may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance or the subscription of the Securities may be subject to legal and regulatory restrictions in certain jurisdictions; none of Worldline and the Managers assumes any liability in connection with the breach by any person of such restrictions.

Prohibition of sales to European Economic Area retail investors and to United Kingdom retail investors

No action has been undertaken or will be undertaken to make available any Securities to any retail investor in the European Economic Area and in the United Kingdom.

United Kingdom

This press release is addressed and directed only (i) to persons located outside the United Kingdom, (ii) to investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) to people designated by Article 49(2) (a) to (d) of the Order or (iv) to any other person to whom this press release may otherwise lawfully be communicated pursuant to applicable law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv) all deemed relevant persons (the “Relevant Persons”)).

The Securities (the “Financial Instruments”), are intended only for Relevant Persons and any invitation, offer of contract related to the subscription, tender, or acquisition of the Financial Instruments may be addressed and/or concluded only with Relevant Persons. All persons other than Relevant Persons must abstain from using or relying on this document and all information contained therein. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

United States of America

This press release may not be released, published or distributed in or into the United States (as defined in Regulation S under the Securities Act). This press release does not constitute or form a part of an offer of securities for sale or an offer of securities for sale or of any offer or solicitation to purchase securities in the United States, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act or the law of any state of the United States. The Securities will be offered or sold only in offshore transactions outside of the United States, in accordance with Regulation S of the Securities Act. Worldline does not intend to register any portion of the proposed offering of the Securities in the United States and no public offering will be made in the United States.

Australia, Canada and Japan

The Securities have not and will not be offered, sold or purchased in Australia, Canada or Japan. The information contained in this press release does not constitute an offer of securities for sale in Australia, Canada or Japan.

The distribution of this press release in certain countries may constitute a breach of applicable law.

Attachment