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FINANCIAL INFORMATION
4.2 Consolidated financial statements
4
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Registration Document 2016 — Capgemini
Short-term investments
At December 31, 2016, short-term investments mainly consist of
UCITS, certificates of deposit and term bank deposits, paying
interest at standard market rates.
Cash management assets
particularly with regards to the average maturity of the portfolio. These
funds may, however, be redeemed at any time without penalty.
monetary UCITS classification criteria defined by ESMA (European
Securities and Markets Authority) for money market mutual funds,
any time without penalty, as well as marketable securities held by
certain IGATE group companies in India which do not meet all the
Cash management assets consist of capitalization contracts with
insurance companies which may be cancelled by Cap Gemini S.A. at
Borrowings
Bonds
A)
2016 Bond issue
a)
each and with a settlement/delivery date of November 9, 2016.
On November 3, 2016, Cap Gemini S.A. placed a €500 million
bond issue comprising 5,000 bonds with a unit value of €100,000
conditions set out in the issue prospectus and particularly
concerning the minimum redemption price.
coupon of 0.50% (issue price 99.769%). The bond issue is
callable before this date by Cap Gemini S.A., subject to certain
The bonds mature on November 9, 2021 and pay an annual
repayment and
pari passu
clauses.
The bond issue is also subject to standard early redemption, early
The terms and conditions of the bond issue were set out in the
prospectus approved by the AMF on November 7, 2016 under
reference number no. 16-518.
July 1, 2015 Bond issue
b)
bond issue for a total nominal amount of €2,750 million and with a
settlement/delivery date of July 1, 2015:
On June 24, 2015, Cap Gemini S.A. performed a “triple tranche”
2015 Bond issue (July 2018):
◗
mature on July 2, 2018 and pay a floating coupon of 3 month
Euribor +85 bp, revised quarterly (issue price 100%);
The nominal amount of this tranche is €500 million, comprising
5,000 bonds with a unit value of €100,000 each. The bonds
2015 Bond issue (July 2020):
◗
12,500 bonds with a unit value of €100,000 each. The bonds
mature on July 1, 2020 and pay an annual coupon of 1.75%
The nominal amount of this tranche is €1,250 million, comprising
(issue price 99.853%);
2015 Bond issue (July 2023):
◗
The nominal amount of this tranche is €1,000 million, comprising
(issue price 99.857%).
10,000 bonds with a unit value of €100,000 each. The bonds
mature on July 1, 2023 and pay an annual coupon of 2.50%
The July 2020 and July 2023 tranches are callable by Cap Gemini
S.A., subject to certain conditions set out in the issue prospectus
and particularly concerning the minimum redemption price.
These three bond issues are also subject to standard early
redemption, early repayment and
pari passu
clauses.
The terms and conditions of these three tranches were set out in
the prospectus approved by the AMF on June 29, 2015 under
reference number no. 15-318.
“ORNANE 2013” Bond issue
c)
bonds redeemable in cash and/or in new and/or existing shares
(
Obligations à option de Remboursement en Numéraire et/ou en
On October 18, 2013, Cap Gemini S.A. launched an offering of
2013.
Actions Nouvelles et/ou Existantes
, ORNANE), maturing on
January 1, 2019. Bondholders enjoyed all rights from October 25,
The total nominal amount of the issue was €400 million,
representing an issue premium of 42.5% compared with the
Company benchmark share price during the relevant period.
comprising 5,958,587 bonds with a nominal value of €67.13 each,
the ORNANE 2013 bond issue. In addition, and in order to
optimize the cost of the Group’s financial resources, the Company
On October 18, 2013, the Company purchased a call option on its
own shares aimed at neutralizing the potential dilution related to
effective dilution threshold of the ORNANEs by approximately 5%.
sold a call option also on its own shares but with a higher strike
price. Together, these two transactions synthetically enhanced the
The bonds did not bear any interest (zero coupon bonds).
(inclusive), bondholders could only exercise their share conversion
rights in the limited circumstances listed in the prospectus.
During the period from October 25, 2013 to December 31, 2016
day (exclusive) preceding January 1, 2019.
From January 1, 2017 (inclusive), bondholders could exercise their
share conversion rights at any time up to the eighteenth trading
On the exercise by bondholders of their share conversion rights,
Cap Gemini S.A. could present, at its initiative, either: (i) a cash
amount up to the nominal value of the bonds and new and/or
existing shares thereafter, where applicable; or (ii) only new and/or
existing shares.
conversion rights has not been exercised by bondholders.
The bonds were redeemable at par on January 1, 2019 if share
The bond issue was also subject to standard early redemption,
early repayment and
pari passu
clauses.
embedded conversion option was recognized in “Other
non-current liabilities”, with fair value movements taken to profit or
Given the settlement terms of the “ORNANE 2013” bonds, an
loss.
own shares purchased on October 18, 2013 was recognized in
assets. Fair value movements were taken to profit and loss and
In parallel and given its terms and conditions, the call option on
offset those on the embedded conversion option.