20241118 - Worldline - Bonds Launch - Press Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE

Paris La Défense, 18 November 2024 - Worldline [Euronext: WLN], a global leader in payment services, today announces that it is arranging a series of credit investor calls on Monday 18 November and Tuesday 19 November 2024. Worldline is contemplating a 5-year fixed rate, senior unsecured Reg S benchmark bond issuance denominated in euros under its EMTN programme (the “Bonds”), subject to market conditions.

The Bonds would be expected to be admitted to trading on the Luxembourg Stock Exchange.

The net proceeds from this contemplated issuance of the Bonds would be applied by Worldline for general corporate purposes, which may include, in whole or in part, refinancing of existing indebtedness, including its outstanding OCEANEs (0% 30 July 2025 EUR 600,000,000 Convertible/Exchangeable Bonds and/or 0% 30 July 2026 EUR 800,000,000 Convertible/Exchangeable Bonds).

The final terms of the contemplated Bonds, if issued, together with the Worldline's base prospectus and related supplement, will be available on Worldline’s website at the following address: .

Worldline may in parallel consider buying back some of its outstanding OCEANEs (0% 30 July 2025 EUR 600,000,000 Convertible/Exchangeable Bonds and/or 0% 30 July 2026 EUR 800,000,000 Convertible/Exchangeable Bonds) in an opportunistic manner, subject to market conditions.

IMPORTANT INFORMATION – DISCLAIMER

This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). This press release does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or otherwise. The potential issue of the Bonds is not a public offering in any country or jurisdiction, including in France, to any person other than qualified investors (as defined in Article 2(e) of the Prospectus Regulation).

The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes should inform themselves about and observe any applicable legal and regulatory restrictions.

The Bonds are intended to be offered outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. The Bonds will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer or the solicitation of an offer relating to the Bonds, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) a person who is not a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made thereunder to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) a person who is not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

The dissemination of this press release in any country where such dissemination could constitute a violation of applicable legislation is prohibited.

FORTHCOMING EVENTS

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ABOUT WORLDLINE

Worldline [Euronext: WLN] helps businesses of all shapes and sizes to accelerate their growth journey – quickly, simply, and securely. With advanced payment technology, local expertise, and solutions customised for hundreds of markets and industries, Worldline powers the growth of over one million businesses worldwide. Worldline generated a 4.6 billion euros revenue in 2023.

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 supports social transformation.

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DISCLAIMER

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.

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