Worldline - OCEANEs Repurchase Launch

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE REPURCHASE INVITATION WOULD BE PROHIBITED BY APPLICABLE LAW

Worldline launches a repurchase invitation with respect to its outstanding OCEANEs due July 2025 and July 2026 via a reverse bookbuilding

Paris La Défense, 25 November 2024 - Worldline [Euronext: WLN], a global leader in payment services, today announces the launch of a repurchase invitation with respect to its existing bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) maturing in July 2025 and July 2026 via a reverse bookbuilding.

On 21 November, Worldline successfully placed €500 million bond maturing in 2029 to be issued under its EMTN Programme (the “Bonds”).

The net proceeds of the issue of the Bonds will be used by Worldline for general corporate purposes, which may include, in whole or in part, refinancing of existing indebtedness, including its outstanding 2025 OCEANEs and 2026 OCEANEs (as defined below).

Worldline announces today the launch of a repurchase invitation with respect to its outstanding bonds convertible into new shares and/or exchangeable for existing shares due 30 July 2025 (FR0013526803) (the “2025 OCEANEs”) and its outstanding bonds convertible into new shares and/or exchangeable for existing shares due 30 July 2026 (FR0013439304) (the “2026 OCEANEs” and, together with the 2025 OCEANEs, the “Existing OCEANEs”) for a target amount of approximately €250 million, by conducting today a reverse bookbuilding process to collect irrevocable orders from bondholders willing to sell their Existing OCEANEs (the “Repurchase”).

As at the close of business on 22 November 2024, there was €599,999,912.48 in aggregate principal amount of the 2025 OCEANEs outstanding and €800,000,001.60 in aggregate principal amount of the 2026 OCEANEs outstanding.

Repurchase price

The repurchase price will be at least €116.50 per 2025 OCEANE and €96.25 per 2026 OCEANE and will be determined by Worldline in accordance with a modified Dutch auction procedure.

The results of the reverse bookbuilding process are expected to be announced today.

Transaction conditions

The settlement of the Repurchase is expected to take place on 29 November 2024 and is conditional upon the settlement of the issue of the Bonds which is expected to occur on 27 November 2024.

The 2025 OCEANEs and the 2026 OCEANEs accepted in the Repurchase will be cancelled in accordance with their respective terms and conditions.

Worldline may decide to purchase less than €250 million in aggregate principal amount of Existing OCEANEs. In addition, Worldline will determine, in its sole and absolute discretion, the allocation of the aggregate principal amount of the repurchased OCEANEs between each of the 2025 OCEANEs and the 2026 OCEANEs.

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities.

FORTHCOMING EVENTS

• 26 February 2025:        FY 2024 results
  
  
  
  

INVESTOR RELATIONS

Laurent Marie

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Peter Farren

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Guillaume Delaunay

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COMMUNICATION

Sandrine van der Ghinst

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Hélène Carlander

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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. No communication or information relating to the Repurchase may be distributed to the public in a country where a registration or approval is required. No action has been or will be taken in any country in which such registration or approval would be required.

The Repurchase is addressed solely to qualified investors, excluding the United States of America, Australia, Canada and Japan and any other jurisdiction where the Repurchase would be prohibited by applicable law.

No communication and no information in respect of the repurchase of the 2025 OCEANEs and the 2026 OCEANEs may be distributed to the public in any jurisdiction where a registration or approval is required.

This press release does not constitute an invitation to participate in the Repurchase in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such repurchase or offer under applicable securities laws. The release, publication or distribution of this press release in certain jurisdictions may be restricted by law. Consequently, any persons in such jurisdiction in which this press release is released, published or distributed are required by each of Worldline and the financial intermediaries to inform themselves about, and to observe, any such restrictions.

None of Worldline and the financial intermediaries makes any recommendation as to whether or not the holders of the 2025 OCEANEs and the 2026 OCEANEs should participate in the Repurchase.

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