AXI Atos SE

Launch of the Reserved Capital Increases for creditors under the Accelerated Safeguard Plan of Atos

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
THIS PRESS RELEASE IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF JUNE 14, 2017

Press Release

Launch of the Reserved Capital Increases for creditors under the Accelerated Safeguard Plan of Atos

• Atos SE announces today the launch of the three capital increases reserved for creditors under the Accelerated Safeguard Plan:
  • the issue and admission to trading on Euronext Paris of a maximum of 27,166,773,060 New Shares to be subscribed at a subscription price of €0.0663 per New Share by way of offsetting against claims, as part of a capital increase with waiver of preferential subscription rights reserved exclusively for Non-Participating Creditors (and their respective affiliates) for a maximum gross amount of €1,801,157,053.8780, including issue premium;
  • the issue and admission to trading on Euronext Paris of a maximum of 84,857,868,162 New Shares to be subscribed at a subscription price of €0.0132 per New Share by way of offsetting against claims, as part of a capital increase with waiver of preferential subscription rights reserved exclusively for Participating Creditors (and their respective affiliates) for a maximum gross amount of €1,120,123,859.7384, including issue premium;
  • the issue and admission to trading on Euronext Paris of a maximum of 3,836,291,704 New Shares to be subscribed at a subscription price of €0.0037 per New Share in cash and by offsetting against claims, as part of a capital increase with waiver of preferential subscription rights reserved exclusively for Participating Creditors (and their respective affiliates) for a maximum gross amount of €14,194,279.3048, including issue premium.
• Settlement-delivery of the New Shares issued under these Reserved Capital Increases is scheduled to take place concomitantly, on December 18, 2024, according to the indicative timetable.
  
  

• The completion of these Reserved Capital Increases will be followed by the issue of share subscription warrants (bons de souscription d’actions or BSA) allocated free of charge to certain Participating Creditors in consideration for subscription and backstop commitments in respect of the new preferred financings entered into prior to the judgment opening Atos’ accelerated safeguard proceedings.
  
  

The implementation of the financial restructuring plan will result in a massive issue of new shares and a substantial dilution of Atos existing shareholders, that could have a very unfavorable impact on the share price.

Paris, France – December 12, 2024 – Atos SE (Euronext Paris : ATO) (the “Company” or “Atos”) announces today that it is continuing to implement its financial restructuring plan following the completion of its €233 million capital increase with shareholders’ preferential subscription rights on December 10, 2024 (the “Rights Issue”), with the launch of the three capital increases with waiver of shareholders’ preferential subscription rights reserved for creditors, leading to the issue of a maximum total number of 115,860,932,926 new shares (the “New Shares”), broken down as follows:

(i)    a capital increase with waiver of shareholders' preferential subscription rights reserved exclusively for the benefit of creditors who are not participating in the Company's new preferred financings (the “Non-Participating Creditors”) or, as the case may be, their respective affiliates, for a maximum gross amount of €1,801,157,053.8780 (including issue premium), through the issue of a maximum of 27,166,773,060 New Shares with a par value of €0.0001 each, at a subscription price of €0.0663 per New Share, to be subscribed by offsetting against the amount of an equivalent portion of the claims held by the Non-Participating Creditors against the Company (the “Equitization Capital Increase Reserved for Non-Participating Creditors”),

(ii)    a capital increase with waiver of shareholders' preferential subscription rights reserved exclusively for the benefit of creditors who are participating in the Company's new preferred financings (the “Participating Creditors”) or, as the case may be, their respective affiliates, for a maximum gross amount of €1,120,123,859.7384 (including issue premium), through the issue of a maximum of 84,857,868,162 New Shares with a par value of €0.0001 each, at a subscription price of €0.0132 per New Share, to be subscribed by offsetting against the amount of an equivalent portion of the claims held by the Participating Creditors against the Company (the “Equitization Capital Increase Reserved for Participating Creditors”),

(iii)    a capital increase with waiver of shareholders' preferential subscription rights reserved exclusively for Participating Creditors or, as the case may be, their respective affiliates, for a maximum gross amount of €14,194,279.3048 (including issue premium), through the issue of a maximum of 3,836,291,704 New Shares with a par value of €0.0001 each, at a subscription price of €0.0037 per New Share, to be subscribed for in cash and by offsetting against a portion of their claims held against the Company (the “Additional Reserved Capital Increase for Participating Creditors”, and together with the Equitization Capital Increase Reserved for Non-Participating Creditors and the Equitization Capital Increase Reserved for Participating Creditors, the “Reserved Capital Increases”),

in accordance with the accelerated safeguard plan of Atos, which was approved by the specialized commercial Court of Nanterre on October 24, 2024 (the “Accelerated Safeguard Plan”).

The completion of the Reserved Capital Increases will be followed by the issue of a maximum of 22,398,648,648 share subscription warrants (the “Warrants”), giving the right to subscribe for one new ordinary share per Warrant, allocated free of charge to certain Participating Creditors in accordance with the Accelerated Safeguard Plan, in consideration for subscription and guarantee commitments in respect of the new preferential financing made prior to the judgment opening the accelerated safeguard proceedings of Atos.

Main characteristics of the Reserved Capital Increases

The Reserved Capital Increases will be carried out by waiving shareholders’ preferential subscription rights in favor of the beneficiaries mentioned on the first page of this press release.

The Equitization Capital Increase Reserved for Non-Participating Creditors will be carried out in accordance with the third resolution attached to the Accelerated Safeguard Plan, by offsetting against the Equitized Claims of Non-Participating Creditors (“Créances Converties des Créanciers Non-Participants”, as this term is defined in the Accelerated Safeguard Plan) held by them against the Company, through the issue of a maximum of 27,166,773,060 New Shares, at a subscription price per New Share equal to €0.0663 (i.e. €0.0001 par value and €0.0662 issue premium), representing a maximum total gross amount of €1,801,157,053.8780 (including issue premium).

The Equitization Capital Increase Reserved for Participating Creditors will be carried out in accordance with the fourth resolution attached to the Accelerated Safeguard Plan, by offsetting against the Equitized Claims of Participating Creditors (“Créances Converties des Créanciers Participants”, as this term is defined in the Accelerated Safeguard Plan) held by them against the Company, through the issue of a maximum of 84,857,868,162 New Shares, at a subscription price per New Share equal to €0.0132 (i.e. €0.0001 par value and €0.0131 issue premium), representing a maximum total gross amount of €1,120,123,859.7384 (including issue premium).

The Additional Reserved Capital Increase for Participating Creditors will be carried out in accordance with the fifth resolution attached to the Accelerated Safeguard Plan, by way of cash subscription (up to a maximum subscription amount of €2,112,999.9997, including issue premium) and by offsetting against a portion of the claims held by the Participating Creditors against the Company (up to a maximum subscription amount of €12,081,279.3051, including issue premium), through the issue of a maximum of 3,836,291,704 New Shares, at a subscription price per New Share equal to €0.0037 (i.e. €0.0001 par value and €0.0036 issue premium), representing a maximum total gross amount of €14,194,279.3048 (including issue premium).

All the above nominal values and amounts have been calculated taking into account the prior completion of the share capital reduction motivated by losses (by reducing the nominal value of the Company's shares from €1.00 to €0.0001 per share), the completion of which was recorded by the Company’s Chief Executive Officer, acting on delegation of the Board of Directors, on December 2, 2024, it being specified that, where the number of New Shares allocated in accordance with the Accelerated Safeguard Plan is not a whole number, the number of New Shares allocated to each beneficiary of the transactions concerned will be rounded down to the nearest whole number.

Indicative timetable of the Reserved Capital Increases

According to the indicative timetable, the settlement-delivery of the New Shares resulting from the Reserved Capital Increases is expected to take place on December 18, 2024. The New Shares to be issued under the Reserved Capital Increases will be admitted to trading on the regulated market of Euronext Paris (“Euronext Paris”) as from their issue date, i.e. December 18, 2024.

The New Shares will be of the same class as the Company’s existing ordinary shares and will be subject to all the provisions of the Company’s articles of association. They will carry all rights attached and will be entitled, as from their issue date, to all distributions decided by the Company as from that date. They will be immediately assimilated with the existing shares of the Company already traded on Euronext Paris and will be tradable, as from that date, on the same trading line under the same ISIN code FR0000051732.

According to the indicative timetable, the Warrants are expected to be allocated free of charge to Participating Creditors on December 18, 2024, following the completion of the Reserved Capital Increases. No application will be made for the Warrants to be admitted to trading on a regulated market.

Use of proceeds of the issues

The subscriptions by offsetting against claims as part of the Equitization Capital Increase Reserved for Non-Participating Creditors, the Equitization Capital Increase Reserved for Participating Creditors and the Additional Reserved Capital Increase for Participating Creditors will enable the Company to reduce its financial indebtedness and will not generate any proceeds. The cash proceeds from the Additional Reserved Capital Increase for Participating Creditors as part of the additional new money equity up to €2,112,999.9997 (including issue premium) will be used to finance the Company’s operating needs.

Guarantee / subscription commitments

The Reserved Capital Increases are not underwritten nor guaranteed by a syndicate of banks.

The Equitization Capital Increase Reserved for Non-Participating Creditors will be carried out by waiving shareholders’ preferential subscription rights in favor of the Non-Participating Creditors (or, as the case may be, their respective affiliate(s)) in accordance with the Accelerated Safeguard Plan.

The Equitization Capital Increase Reserved for Participating Creditors will be carried out by waiving shareholders’ preferential subscription rights in favor of the Participating Creditors (or, as the case may be, their respective affiliate(s)) in accordance with the Accelerated Safeguard Plan.

The Additional Reserved Capital Increase for Participating Creditors will be carried out by waiving shareholders’ preferential subscription rights in favor of the Participating Creditors (or, as the case may be, their respective affiliate(s)) in accordance with the Accelerated Safeguard Plan.

It is reminded that these commitments do not constitute a “garantie de bonne fin” within the meaning of article L.225-145 of the French Code de Commerce.

Implementation of the financial restructuring plan will result in a massive issue of new shares and a substantial dilution of Atos existing shareholders, that could have a very unfavorable impact on the market price of the share

As stated by Atos in its previous communications and in light of the recent volatility on the Atos stock, it is reminded that a massive number of new shares will be issued under the Reserved Capital Increases and the existing shareholders will suffer from a substantial dilution of their stake in the Company’s share capital as a result of the equitization of c. €3 billion of old debt and the exercise of the Warrants, resulting in a c. 90.8% ownership by creditors.

For indicative purposes only, a shareholder holding 1% of the Company’s share capital would see its stake fall (on a diluted basis), post completion of the Reserved Capital Increases, to 0.35% of the Company's share capital and 0.31% post exercise of all the Warrants.

As some creditors of the Company, who have not supported or voted in favor of the Accelerated Safeguard Plan, will become holders of new shares, a significant number of shares could be traded rapidly at the moment of the completion of the financial restructuring capital increases, or such trades could be anticipated by the market, which could have an unfavorable impact on the market price of the share.

For illustrative purpose, the impact of the issue of the New Shares resulting from the Reserved Capital Increases and of the new shares to be issued in the event of the exercise of all the Warrants, as contemplated by the Accelerated Safeguard Plan, taking into account the participation of a shareholder holding 1% of the Company’s share capital (i.e. 631,750,469 shares, based on the number of shares comprising the Company’s share capital at December 11, 2024) prior to these issues (calculations based on the number of shares comprising the Company's share capital at December 11, 2024), is described below:

	Share of capital (in %)
Before issue of a maximum of 115,860,932,926 New Shares under the Reserved Capital Increases and 22,398,648,648 new shares to be issued in the event of full exercise of the Warrants	1.00%
After issue of a maximum of 27,166,773,060 New Shares under the Equitization Capital Increase Reserved for Non-Participating Creditors	0.70%
After issue of a maximum of 27,166,773,060 New Shares under the Equitization Capital Increase Reserved for Non-Participating Creditors and a maximum of 84,857,868,162 New Shares under the Equitization Capital Increase Reserved for Participating Creditors	0.36%
After issue of a maximum of 27,166,773,060 New Shares under the Equitization Capital Increase Reserved for Non-Participating Creditors, a maximum of 84,857,868,162 New Shares under the Equitization Capital Increase Reserved for Participating Creditors and a maximum of 3,836,291,704 New Shares under the Additional Reserved Capital Increase for Participating Creditors	0.35%
After issue of a maximum of 27,166,773,060 New Shares under the Equitization Capital Increase Reserved for Non-Participating Creditors, a maximum of 84,857,868,162 New Shares under the Equitization Capital Increase Reserved for Participating Creditors, a maximum of 3,836,291,704 New Shares under the Additional Reserved Capital Increase for Participating Creditors and 22,398,648,648 new shares to be issued in the event of full exercise of the Warrants	0.31%

Reminder on the Accelerated Safeguard Plan

As a reminder, the operations of Atos’ financial restructuring provided for under the Accelerated Safeguard Plan, with the €233 million Rights Issue which was settled and delivered on December 10, 2024, include in particular:

• the equitization of €2.9 billion (principal amount) of existing financial debts (via the Reserved Capital Increases with a settlement-delivery scheduled for December 18, 2024, and including the claims converted into equity under the second-rank subscription guarantee as part of the Rights Issue),
• the reinstallation in the form of new debts maturing after 6 years or more of €1.95 billion of existing financial debts,
• the receipt of €1.5 to €1.675 billion of new preferred financings (new money debt – including €0.25 billion of bank guarantee and RCF mentioned below) and new money equity resulting from the Rights Issue, which resulted in a cash contribution of c. €143 million (including the €75 million contributed as part of the first-rank subscription guarantee for the Rights Issue) and the equitization of claims amounting to c. €90 million, as well as additional voluntary cash subscriptions by the Participating Creditors under the Additional Reserved Capital Increase for Participating Creditors, with a total maximum amount, including issue premium, of €2,112,999.9997, as provided in the Accelerated Safeguard Plan,
• €0.25 billion in new preferred financings (new money debts in the form of RCF and guarantee lines) dedicated to meeting the needs for bank guarantees,
• The issue of a maximum of 22,398,648,648 Warrants.
  
  

These operations are detailed in the Accelerated Safeguard Plan available on the Company's website (“Financial Restructuring” tab) and in the Prospectus (as this term is defined below).

Availability of the Prospectus

The Reserved Capital Increases were subject to a prospectus approved by the AMF under number 24-515 on December 11, 2024 (the “Prospectus”), comprising:

(i)      the 2023 Universal Registration Document (Document d’Enregistrement Universel) of Atos filed with the AMF on May 24, 2024 under number D.24-0429,

(ii)      the first amendment to the 2023 Universal Registration Document filed with the AMF on November 7, 2024 under number D.24-0429-A01 (the “First Amendment”),

(iii)      the second amendment to the 2023 Universal Registration Document filed with the AMF on December 11, 2024 under number D.24-0429-A02 (the “Second Amendment”), and

(iv)      the securities note (including the summary of the Prospectus), dated December 11, 2024 (the “Securities Note”).

Copies of the Prospectus are available free of charge at Atos' registered office (River Ouest – 80 Quai Voltaire – 95870 Bezons, France), as well as on the Atos’ website (www.atos.com) and on the AMF website (www.amf-france.org).

Potential investors are advised to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the New Shares. The approval of the Prospectus by the AMF should not be understood as an endorsement of the offer or admission to trading of the New Shares on Euronext Paris.

Risk Factors

Investors’ attention is drawn to the risk factors relating to the Company included in chapter 7.2 “Risk Factors” of the 2023 Universal Registration Document, as updated by chapter 2 “Risk Factors” of the First Amendment and by chapter 2 “Risk Factors” of the Second Amendment, and the risks factors relating to the Reserved Capital Increases or the New Shares mentioned in section 2 “Risk Factors” of the Securities Note (Note d’Opération), before making any investment decision.

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Atos SE confirms that information that could be qualified as inside information within the meaning of Regulation No. 596/2014 of 16 April 2014 on market abuse and that may have been given on a confidential basis to its financial creditors has been published to the market, either in the past or in the context of this press release, with the aim of reestablishing equal access to information relating to the Atos Group between the investors.

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Disclaimer

This document must not be published, released or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

This press release and the information contained herein do not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this press release may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this press release comes are required to inform themselves about and to observe any such potential local restrictions.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”). Potential investors are advised to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

With respect to each Member State of the European Economic Area (other than France) and the United Kingdom (a “Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in any Relevant State. As a result, the securities may and will be offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by Atos of a prospectus pursuant to Article 3 of the Prospectus Regulation, of the UK Prospectus Regulation and/or to applicable regulations of that Relevant State.

The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

This press release is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration under or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Atos does not intend to register any portion of the planned offer in the United States or to conduct a public offering of securities in the United States.

Forward-looking information

This press release contains “forward-looking statements”, including statements regarding the future prospects and development of the Atos Group. All statements other than statements of historical data included in this press release, including, without limitation, statements regarding Atos' financial condition, business strategy, plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements can be identified by the use of the future or conditional tense, or forward-looking terminology such as “consider”, “envisage”, “think”, “aim”, “expect”, “intend”, “should”, “aim”, “estimate”, “believe”, “wish”, “may” or, where appropriate, the negative of these terms, or any other similar variants or expressions. This information is not historical data and should not be construed as a guarantee that the facts and data stated will occur. These forward-looking statements are based on data, assumptions and estimates considered reasonable by Atos. These forward-looking statements are based on data, assumptions and estimates considered reasonable by Atos. They may change or be modified as a result of uncertainties linked in particular to the economic, financial, competitive and regulatory environment. In addition, the materialization of certain risks described in section 7.2 “Risk factors” of Atos' 2023 universal registration document, as updated by chapter 2 “Risk factors” of the first amendment to Atos' 2023 universal registration document and by chapter 2 “Risk factors” of the second amendment to Atos' 2023 universal registration document, and in section 2 “Risk factors” of the securities note, is likely to have a material adverse effect on Atos' business, financial condition and results and its ability to achieve its objectives. All forward-looking statements included in this press release speak only as of the date of this press release. Except as required by applicable law or regulation, Atos undertakes no obligation to publicly update any forward-looking statement contained in this press release to reflect any change in Atos' objectives or in the events, conditions or circumstances on which any forward-looking statement is based, and disclaims any intention or obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Atos' past performance should not be taken as a guide to future performance.

About Atos

Atos is a global leader in digital transformation with circa 82,000 employees and annual revenue of circa €10 billion. European number one in cybersecurity, cloud and high-performance computing, the Group provides tailored end-to-end solutions for all industries in 69 countries. A pioneer in decarbonization services and products, Atos is committed to a secure and decarbonized digital for its clients. Atos is a SE (Societas Europaea) and listed on Euronext Paris.

The purpose of Atos is to help design the future of the information space. Its expertise and services support the development of knowledge, education and research in a multicultural approach and contribute to the development of scientific and technological excellence. Across the world, the Group enables its customers and employees, and members of societies at large to live, work and develop sustainably, in a safe and secure information space.

Contacts

Investor relations:

David Pierre-Kahn | investors@atos.net | +33 6 28 51 45 96

Sofiane El Amri | investors@atos.net | +33 6 29 34 85 67

Individual shareholders: 0805 65 00 75

Press contact: globalprteam@atos.net

Attachment

• PR-Atos-Launch of the Reserved Capital Increases - 12 December 2024