UBISOFT LAUNCHES AN OFFERING OF BONDS CONVERTIBLE INTO AND/OR
EXCHANGEABLE FOR NEW OR EXISTING SHARES (“OCEANES”) DUE 2031 FOR A
NOMINAL AMOUNT OF APPROXIMATELY €500 MILLION AND A CONCURRENT
PARTIAL REPURCHASE WITH RESPECT TO ITS OUTSTAND
UBISOFT LAUNCHES AN OFFERING OF BONDS
CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW OR EXISTING SHARES
(“OCEANES”) DUE 2031 FOR A NOMINAL AMOUNT OF APPROXIMATELY €500
MILLION AND A CONCURRENT PARTIAL REPURCHASE WITH
RESPECT TO ITS OUTSTANDING OCEANES DUE 24 SEPTEMBER 2024 BY WAY OF
A REVERSE BOOKBUILDING PROCESS
20231127 - Launch PR (ENG)_vf
Paris, 27 November 2023
Ubisoft Entertainment S.A.
(“Ubisoft” or the “Company”)
(ISIN: FR0000054470) announces today the launch of an offering of
bonds convertible into and/or exchangeable for new or existing
shares (“OCEANEs”) due 2031 (the
“Bonds”) by way of a public offering only to
qualified investors as defined in article 2(e) of Regulation (EU)
2017/1129 of the European Parliament and the Council of 14 June
2017, as amended (the “Prospectus Regulation”) in
accordance with Article L. 411-2 1° of the French Monetary and
Financial Code (Code monétaire et financier), for a nominal amount
of approximately €500 million (the
“Offering”).
The net proceeds of the Offering will be used
for general corporate purposes, increasing financial flexibility
and refinancing of the existing debt, including the partial
repurchase of up to €250 million nominal value of the outstanding
OCEANEs due 24 September 2024 (ISIN:FR0013448412) (the
“2024 OCEANEs”) under the terms described
below.
Main terms of the Bonds
The Bonds will have a nominal unit value of
€100,000 (the “Principal Amount”), will be
convertible into and/or exchangeable for new or existing shares of
Ubisoft (the “Shares”) and will carry an annual
interest in the range of 2.625% to 3.125%, payable semi-annually in
arrear on 5 June and 5 December of each year (or on the following
business day if this date is not a business day) and for the first
time on 5 June 2024.
The conversion/exchange price of the Bonds will
be set at a premium of 45% to 50% over the reference share price.
The reference share price will be the price per Share set in the
context of the concurrent placement of existing Shares of the
Company by way of an accelerated bookbuilding process (the
“Concurrent Accelerated Bookbuilding”) organised
by BNP Paribas, Crédit Agricole CIB and J.P. Morgan, to facilitate
the constitution by certain subscribers of the Bonds of a hedge of
their exposure to the Shares underlying the said Bonds. The
expected settlement and delivery date of the Concurrent Accelerated
Bookbuilding is on 30 November 2023. The Company will not receive
any proceeds from the Concurrent Accelerated Bookbuilding. The
Concurrent Accelerated Bookbuilding will be carried out by way of a
public offering, in France and outside of France, exclusively
intended for qualified investors as defined in article 2(e) of the
Prospectus Regulation, in accordance with the provisions of Article
L.411-2 1° of the French Code monétaire et financier, who are not
resident or otherwise located in Canada, Australia and Japan and
outside the United States in offshore transactions in reliance on
Rule 903 of Regulation S under the US Securities Act of 1933 (the
“Securities Act”) or otherwise pursuant to an
exemption from the registration requirements thereof.
Guillemot Brothers Ltd has indicated its
intention to participate in the Concurrent Accelerated Bookbuilding
by placing an order for an amount of EUR 10 million at the price
resulting from the Concurrent Accelerated Bookbuilding without
concurring to such price. The final amount purchased by Guillemot
Brothers Ltd will depend on the final allocation resulting from the
bookbuilding process that will be determined in accordance with
standard principles for this type of transaction.
The Company is not aware of the intention of
other shareholders.
The Bonds will be issued at 100% of their
Principal Amount on 5 December 2023, the expected settlement and
delivery date of the Bonds (the “Issue Date”), and
will be redeemed on 5 December 2031 (the “Maturity
Date”), unless previously converted, exchanged, redeemed
or purchased and cancelled in accordance with the terms and
conditions of the Bonds, at 100% of their Principal Amount.
Bondholders will be granted a
conversion/exchange right of the Bonds into new and/or existing
shares of the Company (the “Conversion/Exchange
Right”) which they may exercise at any time in the period
running from (and including) the 41st calendar day following the
Issue Date (i.e. 15 January 2024) and up to (and including) the 7th
business day preceding the Maturity Date or the relevant early
redemption date, as the case may be.
The Bonds may be redeemed prior to the Maturity
Date at the option of the Company and at the option of the
bondholders under certain conditions. In particular, the Bonds may
be redeemed early at the Company’s option at their Principal Amount
increased by accrued interest as from 26 December 2028 until the
Maturity Date (excluded), subject to a prior notice of at least 30
calendar days (without exceeding 60 calendar days), if the
arithmetic mean, calculated over a period of 20 consecutive trading
days chosen by the Company from among the 40 consecutive trading
days immediately preceding the day of publication of the early
redemption notice, of the product of (i) the volume weighted
average price of the Company’s share on Euronext Paris on each such
trading day and (ii) the prevailing conversion/exchange ratio on
each such trading day, exceeds 150% of the Principal Amount.
Upon a Change of Control of the Company (as such
term is defined in the terms and conditions of the Bonds), all
bondholders will have an option to request the early redemption
before the Maturity Date of the Bonds at their Principal Amount
increased by accrued interest.
Bondholders will also be entitled to require an
early redemption of their Bonds at their Principal Amount increased
by accrued interest on 5 December 2029 (the “Bondholder Put
Date”), subject to a prior notice of at least 30 calendar
days (without exceeding 60 calendar days).
The conversion/exchange ratio is initially set
at the Principal Amount divided by the conversion/exchange price,
subject to any potential subsequent adjustments (as set out in the
terms and conditions of the Bonds).
The final terms of the Bonds and the price of
shares sold in the Concurrent Accelerated Bookbuilding are expected
to be announced no later than start of trading on Euronext Paris on
28 November 2023.
The Company will agree to a lock-up undertaking
for a period starting from the announcement of the final terms of
the Bonds and ending 90 calendar days after the Issue Date, subject
to certain customary exceptions or waivers.
An application for the listing of the Bonds on
Euronext AccessTM in Paris will be made within 30 days after the
Issue Date.
BNP Paribas, Crédit Agricole CIB are acting as
structuring banks (the “Structuring Banks”) and as
joint dealer managers on the Repurchase (as defined below) together
with J.P. Morgan (the “Joint Dealer Managers”) and
as joint global coordinators of the Offering together with HSBC and
Société Générale (the “Joint Global
Coordinators”), and as joint bookrunners of the Offering
together with Commerzbank, Goldman Sachs Bank Europe SE and Natixis
(the “Joint Bookrunners”).
Dilution
For illustrative purposes, and before dilution
related to the employee shareholding mechanisms implemented by the
Company (stock options, free share plans and preferred shares),
based on (i) an offering of Bonds for an amount of €500 million, a
€29.42 reference share price1 and a 47.5% conversion/exchange
premium, corresponding to the mid-range of conversion/exchange
premium, and (ii) a repurchase of the 2024 OCEANEs for an amount of
€250 million, the potential dilution would represent approximately
(a) 9.0% of the outstanding share capital in relation to the Bonds
(assuming full conversion into new shares of the Company of the
Bonds) and (b) 1.7% of the outstanding share capital in relation to
the remaining portion of the 2024 OCEANEs (assuming full conversion
into new shares of the Company of the 2024 OCEANEs which are
currently trading below par value).
Legal Framework of the Offering
The Bonds, which will be issued as per the
twenty-third resolution of the combined general meeting of the
Company held on 27 September 2023, will be offered only by way of a
public offering, in France and outside France, to qualified
investors only, as defined in article 2(e) of the Prospectus
Regulation, in accordance with Article L.411-2 1° of the French
Monetary and Financial Code (Code monétaire et financier), that are
neither resident nor otherwise located in the United States,
Canada, Australia and Japan.
Neither the Offering, the admission to trading
of the Bonds on Euronext AccessTM or the Concurrent Accelerated
Bookbuilding is subject to a prospectus approved by the French
Financial Market Authority (Autorité des marchés financiers) (the
“AMF”). No key information document under the
Regulation (EU) No 1286/2014 of the European Parliament and of the
Council of 26 November 2014, as amended (the “PRIIPs
Regulation”) has been and will be prepared.
Detailed information on Ubisoft, including its
business, results, prospects and related risk factors are described
in the Company’s universal registration document filed with the AMF
on 20 July 2023 under the number D.23-0617 and the half-yearly
financial report dated 3 November 2023, which are available
together with other regulated information and all press releases of
the Company, on the Company’s website (www.ubisoft.com).
Concurrent partial repurchase of the
outstanding 2024 OCEANEs (ISIN code: FR0013448412)
Concurrently with the launch of the Offering,
the Company is inviting today the eligible holders of the 2024
OCEANEs to submit offers to sell for cash their 2024 OCEANEs, via
the Joint Dealer Managers, in a reverse book-building procedure
(the “Repurchase”) for up to €250 million nominal
value of the 2024 OCEANEs (the “Maximum Repurchase
Amount”).
As at the close of business on 27 November 2023,
the aggregate principal amount of outstanding 2024 OCEANEs amounted
to €499,999,897.
If the nominal value of 2024 OCEANEs collected
in the Repurchase at the Repurchase Price (as defined below)
exceeds the Maximum Repurchase Amount, aggregate sell orders at the
Repurchase Price will be scaled down pro rata to reach the Maximum
Repurchase Amount.
The 2024 OCEANEs repurchased by the Company will
be cancelled thereafter in accordance with their terms and
conditions and in accordance with applicable law and
regulation.
Repurchase Price
The purchase price per 2024 OCEANE will be
between €110.4 and €110.9. The final purchase price
(“Repurchase Price”) and total number of the 2024
OCEANEs to be repurchased are expected to be announced on 28
November 2023.
Transaction Conditions
The settlement of the Repurchase is expected to
take place on 6 December 2023 and is subject to the settlement and
delivery of the Bonds. For the avoidance of doubts, the Company
may, in its sole and absolute discretion, decide to accept an
aggregate nominal amount of 2024 OCEANEs that is less than the
Maximum Repurchase Amount, or purchase no 2024 OCEANEs.
The bookbuilding process of the Bonds and the
concurrent Repurchase of the 2024 OCEANEs are independent from one
another. The allocation of the Bonds is not contingent upon the
indications of interest to sell expressed by the holders of the
2024 OCEANEs in the concurrent Repurchase.
The Company will announce through a press
release the number of 2024 OCEANEs repurchased through the
Repurchase and specify the Repurchase Price.
Important Information
This press release does not constitute or form
part of any offer or solicitation to purchase or subscribe for or
to sell securities and the Offering is not an offer to the public
in any jurisdiction, including France.
Contact Investor relations
Alexandre Enjalbert Investor Relations Director+
33 1 48 18 50 78 Alexandre.enjalbert@ubisoft.com
About Ubisoft
Ubisoft is a creator of worlds, committed to
enriching players’ lives with original and memorable entertainment
experiences. Ubisoft’s global teams create and develop a deep and
diverse portfolio of games, featuring brands such as Assassin’s
Creed®, Brawlhalla®, For Honor®, Far Cry®, Tom Clancy’s Ghost
Recon®, Just Dance®, Rabbids®, Tom Clancy’s Rainbow Six®, The Crew®
and Tom Clancy’s The Division®. Through Ubisoft Connect, players
can enjoy an ecosystem of services to enhance their gaming
experience, get rewards and connect with friends across platforms.
With Ubisoft+, the subscription service, they can access a growing
catalog of more than 100 Ubisoft games and DLC. For the 2022–23
fiscal year, Ubisoft generated net bookings of €1.74 billion. To
learn more, please visit: www.ubisoftgroup.com.© 2023 Ubisoft
Entertainment. All Rights Reserved. Ubisoft and the Ubisoft logo
are registered trademarks in the US and/or other countries.
Important Information
This press release may not be released,
published or distributed, directly or indirectly, in or into the
United States (including its territories and dependencies, any
state of the United States and the District of Columbia) or to U.S.
Persons, or in or into Australia, Canada or Japan. The distribution
of this press release may be restricted by law in certain
jurisdictions and persons into whose possession any document or
other information referred to herein comes, should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
No communication or information relating to the
offering of the Bonds or the Concurrent Accelerated Bookbuilding or
the Repurchase may be distributed to the public in a country where
a registration or approval is required. No action has been or will
be taken in any country in which such registration or approval
would be required. The issuance by the Company or the subscription
of the Bonds, the Concurrent Accelerated Bookbuilding and the
Repurchase may be subject to legal and regulatory restrictions in
certain jurisdictions; neither the Company nor the Joint
Bookrunners assume any liability in connection with the breach by
any person of such restrictions.
This press release is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129, as
amended (the “Prospectus Regulation”) and of
Regulation (EU) 2017/1129 as it forms part of the United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”) (the “UK Prospectus
Regulation”).
This press release is not an offer to the public
other than to qualified investors, or an offer to subscribe or
designed to solicit interest for purposes of an offer to the public
other than to qualified investors in any jurisdiction, including
France.
The Bonds will be offered only by way of an
offering in France and outside France (excluding the United States,
Australia, Canada, Japan and any other jurisdiction where a
registration process or an approval would be required by applicable
laws and regulations), solely to qualified investors as defined in
article 2(e) of the Prospectus Regulation and in accordance with
Article L. 411-2 1° of the French Monetary and Financial Code (Code
monétaire et financier) and article 2 of the UK Prospectus
Regulation. There will be no public offering in any country
(including France) in connection with the Bonds, other than to
qualified investors. This press release does not constitute a
recommendation regarding the issue of the Bonds. The value of the
Bonds and the shares of the Company can decrease as well as
increase. Potential investors should consult a professional adviser
as to the suitability of the Bonds for the person concerned.
Prohibition of sales to European Economic Area
retail investors
The Bonds are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to, and no action has been undertaken or
will be undertaken to offer, sell or otherwise make available any
Bonds to any retail investor in the European Economic Area (the
“EEA”). For the purposes of this provision, (A) a
“retail investor” means a person who is one (or
more) of the following: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU, as amended
(“MiFID II”); or (ii) a customer within the
meaning of Directive (EU) 2016/97, as amended (the
“Insurance Distribution Directive”), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) a person other
than a “qualified investor” as defined in the Prospectus
Regulation, and (B) the expression “offer” includes the
communication in any form and by any means of sufficient
information on the terms of the offer and the Bonds to be offered
so as to enable an investor to decide to purchase or to subscribe
to the Bonds. Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs
Regulation") for offering or selling the Bonds or
otherwise making them available to retail investors in the EEA has
been or will be prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of sales to UK retail Investors
The Bonds are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to, and no action has been undertaken or
will be undertaken to offer, sell or otherwise make available any
Bonds to any retail investor in the United Kingdom
(“UK”). For the purposes of this provision, (A) a
“retail investor” means a person who is one (or
more) of the following: (i) a retail client as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the EUWA; or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the “FSMA”) and any rules or
regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client as defined in point (8) of Article 2(1) of
Regulation (EU) 600/2014 as it forms part of domestic law by virtue
of the EUWA; or (iii) not a qualified investor as defined in point
(e) of article 2 of the Prospectus Regulation as it forms part of
domestic law by virtue of the EUWA; and (B) the expression an
“offer” includes the communication in any form and by any means of
sufficient information on the terms of the offer and the Bonds to
be offered so as to enable an investor to decide to purchase or
subscribe for the Bonds. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA, as amended (the “UK
PRIIPs Regulation”) for offering or selling the Bonds or
otherwise making them available to retail investors in the UK has
been or will be prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II product governance / Professional
investors, ECPs and retail investors (in France only) target market
– Solely for the purposes of each manufacturer’s product approval
process, the target market assessment in respect of the Bonds has
led to the conclusion that: (i) the target market for the Bonds is
eligible counterparties, professional clients and retail investors
(in France only), each as defined in MiFID II; and (ii) all
channels for distribution of the Bonds to eligible counterparties
and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Bonds (a
“distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Bonds (by either adopting or
refining the manufacturers’ target market assessment) and
determining appropriate distribution channels. For the avoidance of
doubt, even if the target market includes retail investors, the
manufacturers have decided that the Bonds will be offered, as part
of the initial offering, only to eligible counterparties and
professional clients.
France
The Bonds have not been and will not be offered
or sold or cause to be offered or sold, directly or indirectly, to
the public in France other than to qualified investors. Any offer
or sale of the Bonds and distribution of any offering material
relating to the Bonds have been and will be made in France only to
qualified investors (investisseurs qualifiés), as defined in
article 2(e) of the Prospectus Regulation, and in accordance with
Article L. 411-2 1° of the French Monetary and Financial Code (Code
monétaire et financier).
United Kingdom
This press release is addressed and directed
only at persons who (i) are located outside the United Kingdom,
(ii) are investment professionals as defined in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Order”), (iii) are
high net worth companies, and other persons to whom it may lawfully
be communicated, falling within by Article 49(2) (a) to (d) of the
Order (the persons mentioned in paragraphs (i), (ii) and (iii)
collectively being referred to as “Relevant
Persons”). The Bonds and, as the case may be, the shares
to be delivered upon exercise of the conversion/ exchange rights
(the “Financial Instruments”), are intended only
for Relevant Persons and any invitation, offer or agreement related
to the subscription, tender, or acquisition of the Financial
Instruments may be addressed and/or concluded only with Relevant
Persons. All persons other than Relevant Persons must abstain from
using or relying on this document and all information contained
therein.
This press release is not a prospectus which has
been approved by the Financial Conduct Authority or any other
United Kingdom regulatory authority for the purposes of Section 85
of the Financial Services and Markets Act 2000.
United States
This press release may not be released,
published or distributed in or into the United States (including
its territories and dependencies, any state of the United States
and the District of Columbia). This press release does not
constitute an offer or a solicitation of an offer of securities in
the United States. The Bonds and the shares deliverable upon
conversion or exchange of the Bonds described in this press release
have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “Securities
Act”), or the securities laws of any state of the United
States, and such securities may not be offered, sold, pledged or
otherwise transferred in the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act (“Regulation S”) absent registration under
the Securities Act or pursuant to an available exemption from, or
in a transaction not subject to, the registration requirements
thereof and applicable state or local securities laws. The Company
does not intend to make a public offer of its securities in the
United States.
In addition, until 40 calendar days after the
commencement of the offering of the Bonds, an offer or sale of the
Bonds within the United States by a dealer (whether or not it is
participating in the offering) may violate the registration
requirements of the Securities Act.
Australia, Canada and Japan
The Bonds may not and will not be offered, sold
or purchased in Australia, Canada or Japan. The information
contained in this press release does not constitute an offer of
securities for sale in Australia, Canada or Japan.
The distribution of this press release in
certain countries may constitute a breach of applicable law.
The Joint Bookrunners are acting exclusively for
the Company and no one else in connection with the Offering. They
will not regard any other person as their respective clients in
relation to the Offering and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients, nor for providing advice in relation to
the Offering, the contents of this press release or any
transaction, arrangement or other matter referred to herein.
None of the Joint Bookrunners or any of their
respective affiliates, directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this press
release (or whether any information has been omitted from it) or
any other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this press release or
its contents or otherwise arising in connection therewith.
In connection with the Offering and the
Concurrent Accelerated Bookbuilding, the Joint Bookrunners and any
of their respective affiliates acting as an investor for its own
account or the account of its clients may take up the Bonds or the
ordinary shares to be issued or transferred and delivered upon
conversion or exchange of the Bonds (the
“Securities”) and in that capacity may retain,
purchase or sell for their own account the Securities or any other
Securities of the Company or related investments, and may offer or
sell the Securities or other investments otherwise than in
connection with the Offering and/or the Concurrent Accelerated
Bookbuilding. The Joint Bookrunners do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so. In
addition, each of the Joint Bookrunners and their respective
affiliates may perform services for, or solicit business from, the
Company or members of the Company’s group, may make markets in the
securities of such persons and/or have a position or effect
transactions in such securities (including without limitation asset
swaps or derivative transactions relating to such securities).
1 i.e Ubisoft’s share price on Euronext Paris, at close of
trading on 27 November 2023
- 20231127 - Launch PR (ENG)_vf
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