NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR
JAPAN.
THIS PRESS RELEASE IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE MEANING OF
REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF JUNE 14, 2017
As a reminder, the operations planned as part of the Accelerated Safeguard Plan include notably
(i) the conversion into equity of €2.9 billion (principal amount) of existing financial debts, (ii) the
reinstallation in the form of new debts maturing after 6 years of €1.95 billion of existing financial
debts, (iii) excluding instruments put in place to meet the needs for issuing bank guarantees, the
receipt of €1.5 billion of new preferred financings (new money debt) and new equity (new money
equity) resulting from the Rights Issue (up to €233 million), which is guaranteed up to €75 million
in cash by participating bondholders and up to €100 million by creditors participating in the new
preferred financings through the offsetting of part of their claims, (iv) for an amount of €0.25
billion of new preferred financings (new money debts in the form of RCF and guarantee line)
dedicated to meeting the needs for bank guarantees, and, (v) if applicable, the potential additional
voluntary subscription in cash by participating creditors up to €75 million as part of a potential
capital increase as provided for in the Accelerated Safeguard Plan.
In accordance with the terms of the Accelerated Safeguard Plan, the Company’s Board of Directors
decided, on November 6, 2024, on a capital reduction motivated by losses, by reducing the par
value of the Company’s shares from €1.00 to €0.0001 per share (the “Share Capital
Reduction”), subject to the condition precedent of the Chief Executive Officer’ decision, acting
upon delegation from the Board of Directors, to issue the New Shares as part of the Rights Issue,
which will take place, according to the indicative timetable, on November 28, 2024. As a result
of the Capital Reduction, which will become effective from that date, the Company’s share capital
will amount to €11,213.6778, divided into 112,136,778 Shares with a par value of €0.0001 each
and the amount of the Share Capital Reduction, i.e. €112,125,564.3222, will be allocated to a
special unavailable reserve account.
Main Terms of the Rights Issue
The Rights Issue will be carried out pursuant to the 2nd resolution attached to the Accelerated
Safeguard Plan, and will result in the issue of 63,062,910,405 new ordinary shares (the “New
Shares”), at a subscription price of €0.0037 per New Share (i.e. €0.0001 nominal value and
€0.0036 issue premium), to be fully paid up upon subscription, representing gross proceeds,
including the issue premium, of €233,332,768.4985.
Each shareholder will receive one (1) Right per each share held in a securities account as at the
close of trading of November 13, 2024. In order to allow the registration in the securities account
as of such date, the execution of purchases in the market of existing shares must occur on
November 11, 2024 at the latest. 24 Rights held will entitle their holder to subscribe on an
irreducible basis (à titre irréductible) for 13,497 New Shares. Thus, a shareholder holding 24
existing shares will be able to subscribe to 13,497 New Shares at a subscription price of €0.0037
(including the issue premium) par New Share. Rights will be detached from existing shares on
November 12, 2024 and existing shares will thus be tradeable ex-rights from November 12, 2024,
according to the indicative calendar.
Subscriptions on a reducible basis (à titre réductible) will be accepted but will be subject to
reduction in the event of oversubscription. Any New Shares not absorbed on an irreducible basis
will be allocated and distributed to holders of Rights having submitted additional subscription
orders on a reducible basis subject to reduction in the event of oversubscription.
Based on the closing price of the Atos shares on the regulated market of Euronext in Paris
(“Euronext-Paris”) on November 6, 2024, i.e. €0.6600, and on the subscription price of €0.0037
per New Share (i.e. €0.0001 of nominal value and €0.0036 of issue premium), the theoretical
value of one (1) Right is €0.6551, the theoretical ex-right price of the share is €0.0049. For
indicative purposes, the subscription price reflects a discount of 23.95% to the theoretical ex-
right share price (calculated on the closing price on November 6, 2024) and 99.44% to the Atos’
share closing price on November 6, 2024.