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INGENICO GROUP: PRESS RELEASE RELATING TO THE FILING OF THE DRAFT RESPONSE DOCUMENT

Written by Customer Service on . Posted in Public Companies.

    This document is an unofficial English-translation of the press release relating to the filing of the draft response (projet de réponse) which was filed with the French Autorité des marches financiers on July 8, 2020 and which remains subject to its review: In the event of any differences between this unofficial English-language translation and the official French press release, the official French press release shall prevail. The Offer and the Draft Response Document remain subject to review by the AMF 
 PRESS RELEASE RELATING TO THE FILING OF THE DRAFT RESPONSE DOCUMENT PREPARED BY INGENICO GROUPIN RESPONSE TOTHE PROPOSED MIXED TENDER OFFER AS THE PRIMARY OFFER, ALONGSIDE A SECONDARY EXCHANGE OFFER AND A SECONDARY CASH OFFER FOR THE INGENICO SHARES UP TO AN OVERALL LIMIT OF 81% IN WORLDLINE SHARES AND 19% IN CASHANDTHE PROPOSED ALTERNATIVE MIXED AND CASH OFFER FOR BONDS CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW AND/OR EXISTING INGENICO SHARES(THE “OCEANEs”)INITIATED BY WORLDLINE   The draft response document (the “Draft Response Document”) is available on the website of Ingenico (www.ingenico.com) and on the website of the AMF (www.amf-france.org) and may be obtained free of charge at Ingenico’s registered office located 28-32, boulevard de Grenelle, 75015 Paris.
TABLE OF CONTENTS1.     REMINDER OF THE MAIN TERMS AND CONDITIONS OF THE OFFER1.1.     Description of the Offer1.2.    Background and Reasons for the Offer1.2.1.  Background1.2.1.1.        Business Combination Agreement1.2.1.2.        Payone JV1.2.1.3.        Bpifrance Participation’s tender commitment1.2.1.4.        Information and consultation of employee representative bodies1.2.1.5.        Ingenico’s specific collective investment fund1.2.1.6.        Decision to file the proposed Offer1.2.1.7.        Data room1.2.2.  Reasons for the Offer1.2.3.  Worldline Combined General Shareholders’ Meeting on June 9, 20201.3.    Reminder of the main terms of the Offer1.3.1.  Number and type of securities included in the Offer1.3.2.  Main terms of the Offer1.3.2.1.        Offer for the Ingenico shares1.3.2.2.        Offer for the Ingenico OCEANEs1.3.2.3.        Treatment of fractional shares1.3.3.  Adjustment of the terms of the Offer1.3.4.  Situation of holders of OCEANES1.3.4.1.        Tenders to the Offer1.3.4.2.        Rights of holders of OCEANEs in the event of an Offer1.3.5.  Situation of the holders of Performance Shares1.3.6.  Liquidity Mechanism1.3.7.  Conditions at closing of the Offer1.3.7.1.        Caducity threshold1.3.7.2.        Acceptance Threshold1.3.7.3.        Merger Control Clearance1.3.7.4.        Regulatory Approvals1.4.    Terms of the Offer1.5.    Procedure for tendering in the Offer and centralization of tender orders1.6.    Publication of the results of the Offer and settlement1.7.    Tentative timetable for the Offer1.8.    Possibility of withdrawing the Offer1.9.    Reopening of the Offer1.10.   Offer restrictions outside of France1.11.   Intentions to maintain the Company’s listing following the Offer1.11.1. Mandatory squeeze-out1.11.2. Merger – reorganization2.     REASONED OPINION FROM THE BOARD OF DIRECTORS3.     OPINION OF THE COMPANY’S WORKS’ COUNCIL4.     INTENTIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS5.     INTENTIONS OF THE COMPANY WITH REGARD TO TREASURY SHARES6.     REPORT OF THE INDEPENDENT EXPERT7.     PROVISION OF COMPANY INFORMATION
 1.       REMINDER OF THE MAIN TERMS AND CONDITIONS OF THE OFFER

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