Changes in shareholder structure following the completion of the financial restructuring expected by 2024 year-end / Q1 2025
Following the completion of the financial restructuring transactions described above, the Company emphasizes that Atos’ financial creditors will become the Company’s main shareholders.
The Agreement also provides the possibility for the entry of a potential anchor investor as part of the Financial Restructuring Capital Increases.
Pursuant to the Agreement, if:
No existing shareholder subscribes to the Rights Issue;
No existing shareholder subscribes to any of the other Financial Restructuring Capital Increases during the priority period (délai de priorité) (if any), and
Only the financial creditors supporting the Agreement subscribe to the Financial Restructuring Capital Increases under their respective backstop commitments,
the ownership percentages would be, according to the principles set out in the Agreement and the valuations adopted by the parties, as follows:
for the Company’s existing shareholders, below1% following completion of all the Financial Restructuring Capital Increases;
for the Company’s financial creditors, circa 9% upon completion of all the Financial Restructuring Capital Increases.
Assuming that all existing shareholders subscribe to the Financial Restructuring Capital Increases,
the ownership percentages[7] would be, according to the principles set out in the Agreement and the valuations adopted by the parties, as follows:
for the Company’s existing shareholders, circa 9% upon completion of all the Financial Restructuring Capital Increases;
for the Company’s financial creditors, circa 74.1% upon completion of all the Financial Restructuring Capital Increases.
Existing shareholders (for their current shareholding) Existing shareholders (for the shares subscribed under the €233 million Rights Issue) Financial creditors
100% participation in the €233 million Rights Issue[8] 0.05% 25.83% 74.12%
0% participation in the €233 million Rights Issue 0.06% – 99.94%
In view of the dilution expected to result from the Financial Restructuring Capital Increases, the Board of Directors of the Company will, on a voluntary basis pursuant to Article 261-3 of the AMF General Regulation, appoint an independent expert to issue an opinion on the financial restructuring. The independent expert will assess the financial conditions of the financial restructuring for shareholders and issue a report containing a fairness opinion that will be made available to shareholders.
It is specified that the banks and the bondholders of the Company do not intend to act in concert together.
Following the Financial Restructuring Capital Increases, the Company will remain uncontrolled.
Conditions precedent and implementation of the Agreement
The implementation of the financial restructuring remains subject to the fulfilment of several conditions precedent, including in particular:
Finalization and conclusion of the long form financial restructuring documentation, including the accelerated safeguard plan;
Approval by the AMF of the securities note (note d’opérations) relating to the contemplated share capital transactions;
Receipt of a report from an independent expert confirming that the terms of the proposed financial restructuring (including in relation to the share capital increases) are fair from a financial perspective in accordance with the AMF General Regulation, as customary for transactions of this nature;
Judgment of the specialized Commercial Court of Nanterre (Tribunal de Commerce spécialisé de Nanterre) approving the accelerated safeguard plan implementing the definitive financial restructuring agreement; and
Obtaining regulatory approvals, if applicable[9].
Re-opening of syndication period for interim financing (additional tranches of €225 million and €350 million) to July 3rd, 2024
Following its press release dated June 20, 2024 and as part of its interim financing process, Atos today announces the re-opening of the syndication period for the additional tranches of €225 million and €350 million of facilities (with a reallocation of banks’ participations within the factoring program of €75 million) from June 30 2024 to July 3rd, 2024 at 1.00 p.m. Paris time.
The agreement on such additional tranches of facilities remains subject to a waiver from the banks under the €1.5 billion term loan of the Company and to an amendment to the Facilities previously provided by a group of bondholders.
The Company reminds that the following are invited to participate in the additional tranches of €225 million and €350 million of facilities and the €75 million factoring program: