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4
Risk Factors
Regulatory and legal risks
21
Worldline
2016 Registration Document
The Group maintains many relationships with and is
dependent to a certain extent on its principal shareholder,
Atos SE. The Group may encounter difficulties adapting to
its status as an independent entity.
conditions in connection with the Reorganization Transactions.
These include (i) operational services such as internal
information services, subcontracting services in connection with
projects, global communication and telecommunication
services, sales and global marketing strategy services, and
purchasing services, and (ii) support functions such as
management, mergers and acquisitions, finance, legal and
compliance, internal audit, accounting, human resources,
insurance and innovation (see Section
19 “Related Party
Transactions” and Note
27 to the consolidated financial
Atos SE, the Group’s principal shareholder, currently provides
services to the Group pursuant to services agreements entered
into between the Group and the Atos group at market
including through recruiting the necessary workforce or
entering into appropriate third party agreements on terms and
conditions, including cost, comparable to those with the Atos
group, it could have a material adverse effect on the Group’s
business, financial condition and results of operations. The
Group also benefits from its relationship with and support from
the Atos group through cooperation with regard to sales and
marketing, which, in particular, permits the Group to take
advantage of cross-selling opportunities offered by Atos’ large
portfolio of clients. Any interruption of such cooperation could
statements). Therefore, to the extent that these functions remain
with the Atos group, the Group is dependent on the Atos group
for the provision of these services. The services agreements
between the Group and the Atos group pursuant to which such
services are provided, which are automatically renewable for
successive 12-month periods, contain change of control clauses
under which they terminate automatically if Atos SE ceases to
hold, directly or indirectly, more than 50% of the share capital of
the Company. If the Atos group were to stop providing such
services and the Group were unable to replace these services,
have a material adverse effect on the Group’s business, financial
condition and results of operations.
The Group may not be able to rely fully on the Atos group to
fund its future financing requirements, and financing from
other sources may not be available on favorable terms.
to Bull International, subsidiary of the Atos group, on January
2,
2016. The maturity of the revolving credit facility is in June
2019
and it may be terminated by the Group at any time without
charge or penalty (subject to an indemnity for breakage costs, if
any, in the event of prepayment). Bull International has the right
to terminate the revolving credit facility if the Atos group ceases
to hold at least 25% of the share capital of the Company. The
Group’s future capital requirements will depend on many
factors, including its rate of revenue growth, the timing and
extent of product development expenditure, the expansion of
In the past, the Group’s financing needs have been satisfied by
the Atos group and, since the Company’s shares have been
listed on Euronext Paris, the Group benefits from a revolving
credit facility initially granted by the Atos group and transferred
competitive pressures or unanticipated requirements, which
could have a material adverse effect on the Group’s business,
financial condition, results of operations and prospects.
sales and marketing activities, the timing of introductions of new
products and enhancements to existing products, the market
acceptance of its products and the extent of M&A activity. The
Group may need to raise additional funds through public or
private equity or debt financing. The Group may not be able to
obtain financing with interest rates as favorable as those that the
Atos group could provide. If the Group cannot raise funds on
favorable terms, if and when needed, it may not be able to
further develop its business or invest in new products and
services, take advantage of future opportunities, or respond to
Regulatory and legal risks
4.3
standards affecting the Group’s business could impose
costly compliance burdens and have a material adverse
effect on the Group’s business.
Changes in the laws, regulations, policies or other industry
the payments industry has increased significantly in recent
years and continues to increase. Failure to comply with laws,
rules and regulations or standards to which the Group is subject
in France, Europe and internationally, in particular the
regulations applicable to payment institutions, may result,
among other things, in the suspension or revocation of a license
or registration, forced replacement of existing management, the
limitation, suspension or termination of service, and the
imposition of fines, sanctions or other penalties, any of which
could have a material adverse effect on the Group’s business,
There may be changes in the laws, regulations or other industry
standards that affect the Group’s operating environment in
substantial and, at times, unpredictable ways in France, at the
European level or internationally. Changes to laws, regulations
or industry standards, or in their interpretation and
implementation, could have a material adverse effect on the
Group’s operating costs or its competitive position. Regulation of
financial condition and results of operations, as well as damage
the Group’s reputation. Even if such a change to statutes,
regulations or industry standards does not apply directly to the
Group, the effects of such a change on the Group’s financial
institution clients could result in material, indirect effects on the
way the Group operates or the costs to operate the Group’s
business and impair demand for the Group’s services among its
financial institution clients. In particular, the Group may need to
adapt its systems to comply with new regulation requirements
such as the unbundling of tariffs, which would also provide