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INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
7
INFORMATION ABOUT THE SHARE CAPITAL
7.2.5
ORNANE BONDS (BONDS REDEEMABLE IN CASH AND/OR IN NEW AND/OR EXISTING SHARES)
On 6 July 2011, the Company issued 4,181,818 bonds redeemable in cash and/or in new or existing shares (Ornane bonds) with the following
features:
Ticker
ISIN Issue date
Maturity
Strike ratio
Issue price
Number of
Ornane bonds
ASSYSTORN4%JAN17
F
R0011073006 06/
07/2011 01/01/2017
1 Ornane
for 1 share
€22.00 4,181,818
●
total nominal amount: €91,999,996;
●
coupon: annual nominal rate of 4% payable in arrears on 1 January
each year,
i.e.
€0.88 per Ornane per year;
●
fully redeemable at maturity at par. The redemption procedures and
the potential dilutive impact are detailed in the management report
and in the notes to the consolidated financial statements;
●
share allotment entitlement: bondholders are entitled to allotments
of new and/or existing shares under the conditions set out in the
Securities Note approved by the AMF on 28 June 2011 under
no. 11–268.
Changes in conversion ratio
The holders of the Ornane bonds were informed by a Euronext notice
dated 17 July 2015 that following the payment on 24 June 2015 of the
ordinary dividend of €0.75 per share to the Company’s shareholders,
the conversion ratio had been increased from 1 to 1.02 Assystem shares
for 1 Ornane bond, effective from 24 June 2015.
The holders of the Ornane bonds were informed by a Euronext notice
dated 2 June 2016 that following the payment of the ordinary dividend
of €0.80 per share to the Company’s shareholders, the conversion ratio
had been increased from 1.02 to 1.03 Assystem shares for 1 Ornane
bond, effective from 2 June 2016.
Change in number of outstanding Ornane bonds
Following block purchases representing approximately 27% of
the original Ornane bond issue, in order to treat all of the Ornane
bondholders equitably, the Company decided to launch a buyback
procedure on Euronext Paris. The offer period ran from 25 April to
29 April 2016 (inclusive) and covered all of the 81,008 Ornane
bonds still outstanding at that time,
i.e.
approximately 1.9% of the
original issue.
By the end of the offer period, the Company had bought back
76,914 Ornane bonds, representing approximately 1.8% of the original
issue, at a price of €26.15 per bond (including accrued coupons),
corresponding to a total of €2,011,301.10.
Following the buybacks, a total of 4,094 Ornane bonds remained
outstanding, representing approximately 0.1% of the original issue.
The Ornane bonds bought back by the Company were cancelled in
accordance with the terms and conditions of their indenture and in
compliance with the law.
At 31 December 2016, a total of 3,757 Ornane bonds remained
outstanding. All of these bonds were redeemed on 2 January 2017
in accordance with the terms and conditions of their indenture, for an
aggregate amount of €83,854.
For further information see Notes 2, 7 and 8 to the consolidated financial
statements in Chapter 6, Section 6.1 of this Registration Document.
7.2.6
ODIRNANE BONDS (PERPETUAL BONDS
REDEEMABLE IN CASH AND/OR NEW
AND/OR EXISTING SHARES)
On 9 July 2014, the Company issued 5,602,240 perpetual bonds
redeemable in cash and/or in new and/or existing shares (Odirnane
bonds) representing a total amount of €159,999,974.40.
Total issue amount
€160 million
Issue date
9 July 2014
Maturity
Perpetual
Number of bonds issued
5,602,240
Number of bonds outstanding at 31 December 2015
5,602,240
Nominal value (with 30% premium)
(1)
€28.56
Interest rate set until 16 July 2021
(2)
4.5%
(1) Reference price of €21.97.
(2) As from 17 July 2021, the bonds will bear interest at an annual nominal rate equal to the
six-month Euribor plus 800 basis points, payable half-yearly in arrears on 17 July and 17
January each year. The first date on which this interest will be payable (if applicable) will
be 17 January 2022, subject to any suspension of interest payments.
The Odirnane bonds are admitted to trading on Euronext Paris (ISIN:
FR0012032712).
The nominal value of each Odirnane bond was set at €28.56,
representing a premium of 30% on the reference Assystem share price
of €21.97 as quoted on Euronext Paris.
The Odirnane bonds were issued at face value on 17 July 2014, which
was also the settlement and delivery date. The bonds constitute direct,
general, unconditional, unsubordinated and unsecured commitments
for the Company.
From the issue date until 16 July 2021, the Odirnane bonds will bear
interest at an annual nominal rate of 4.50%, payable annually in arrears
on 17 July of each year (with the first payment date corresponding to
17 July 2015, subject to any suspension of interest payments).
As from 17 July 2021, the bonds will bear interest at an annual nominal
rate equal to the six-month Euribor plus 800 basis points, payable
half-yearly in arrears on 17 January and 17 July of each year (with the
first payment date, if applicable, corresponding to 17 January 2022,
subject to any suspension of interest payments).
Bondholders may exercise their right to redeem their bonds in shares
at any time from 40 days following the issue date until the 18
th
trading
day preceding 17 July 2021.
ASSYSTEM
REGISTRATION DOCUMENT
2016
156