Atos SE announces the completion of the settlement and delivery of its €233 million rights issue

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

Atos SE announces the completion of the settlement and delivery of its €233 million rights issue

Paris, France – December 10, 2024 – Following the announcement on December 2, 2024 by Atos SE (Euronext Paris : ATO) (the “Company” or “Atos”) of the results of its rights issue of 233 million euros (the “Rights Issue”), Atos announces today that it has completed the settlement and delivery of the Rights Issue and the admission of the new shares to trading on the regulated market of Euronext Paris (“Euronext Paris”).

As a result, the Rights Issue was subscribed for a definitive total amount of €233,332,767.7659 (including issue premium), representing an issuance of 63,062,910,207 new shares (the “New Shares”) at a subscription price of €0.0037 per share (including, as a reminder, €0.0001 par value per share and €0.0036 issue premium), broken-down as follows:

• a subscription on an irreducible and reducible basis (à titre irréductible et à titre réductible) of 18,476,832,229 New Shares as part of the offering, for a total subscription amount of €68,364,279.2473, comprising:
  • 15,443,618,322 New Shares subscribed on an irreducible basis (à titre irréductible), for a total subscription amount (including issue premium) of €57,141,387.7914; and
  • 3,033,213,907 New Shares subscribed on a reducible basis (à titre réductible), for a total subscription amount (including issue premium) of €11,222,891.4559;

This includes the New Shares subscribed by Philippe Salle, Chairman of the Board of Directors and future Chief Executive Officer of the Company, who subscribed, in accordance with his subscription commitment, 2,432,432,432 New Shares, representing a total amount of €9 million.

• a subscription of 44,586,077,978 New Shares as a result of the exercise of the backstop commitments, for a total subscription amount of €164,968,488.5186, comprising:
  • 20,270,270,176 New Shares subscribed in cash by the participating bondholders (in proportion of their final commitment to finance the new preferred bond financings), in accordance with their subscription commitment under the first-rank subscription guarantee of the Rights Issue (the “First-Rank Subscription Guarantee”), corresponding to an amount (including issue premium) of approximately €75 million; and

• 24,315,807,802 New Shares subscribed by the participating creditors, in accordance with their subscription commitment under the second-rank subscription guarantee of the Rights Issue (the “Second-Rank Subscription Guarantee”), corresponding to an amount (including issue premium) of €89,968,488.8674, by equitization of an equivalent portion of the unsecured debt they held in proportion of their definitive participation in the new secured financings and the First-Rank Subscription Guarantee.

The total number of New Shares issued in the context of the Rights Issue has been slightly adjusted compared to the total number of new shares mentioned in the Company’s press release of December 2, 2024, in order to take into account the existence of fractional shares in the allocation of New Shares among the participating creditors as part of the implementation of the First-Rank Subscription Guarantee and the Second-Rank Subscription Guarantee in accordance with the accelerated safeguard plan of Atos approved by the specialised Commercial Court of Nanterre on October 24, 2024 (the “Accelerated Safeguard Plan”). 63,062,910,207 New Shares have been issued (i.e. a reduction of 198 shares compared to the total number of 63,062,910,405 New Shares mentioned in the December 2, 2024 press release). Consequently, the final total amount (including issue premium) of the Rights Issue is €233,332,767.7659 (i.e. a reduction of €0.7326 compared to the total amount of €233,332,768.4985 mentioned in the December 2, 2024 press release).

The New Shares are of the same class as the Company’s existing ordinary shares and are subject to all the provisions of the Company’s bylaws. They carry all rights attached and are entitled, as from their issue date, to all distributions decided by the Company as from that date.

They are immediately assimilated with existing shares of the Company already traded on Euronext Paris and are tradable, as from this date, on the same trading line under the same ISIN code FR0000051732.

Impact of the Rights Issue on the Atos’s Shareholding structure

As a result of the completion of the Rights Issue, the Company’s share capital now amounts to €6,317,504.70 and is comprised of 63,175,046,985 shares with a par value of €0.0001 each.

Based on public information available to date, the allocation of the share capital of the Company following the Rights Issue is set out as below:

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 mentioned by the Company in its press release of December 2, 2024, post completion of the Rights Issue, the new shares subscribed by the creditors, as a consequence of the exercise of the backstop, represent c. 70.6% of total shares, corresponding to a substantial dilution of the existing shareholders.

In light of the recent volatility on the Atos stock, it is reminded that a massive number of new shares should still be issued and the existing shareholders will suffer from a substantial dilution of their stake in the Company’s share capital as a result of the future reserved capital increases corresponding to the equitization of c. €3 billion of old debt and the exercise of the warrants, resulting in a c. 90.8% ownership by creditors.

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.

Availability of the Prospectus

The Rights Issue was subject to a Prospectus approved by the AMF under number 24-474 on 7 November 2024 (the “Prospectus”), consisting of:

(i)      Atos’ 2023 universal registration document filed with the AMF on May 24, 2024 under number D.24-0429,

(ii)      the amendment to the 2023 universal registration document filed with the AMF on 7 November 2024 under number D.24-0429-A01 (the “Amendment”),

(iii)      a securities note (including the Prospectus summary) dated November 7, 2024 (the “Securities Note”), and

(iv)      a supplement to the Prospectus approved by the AMF under number 24-501 dated 25 November 2024 (the “Supplement”).

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

Risk Factors

Investors’ attention is drawn to the risk relating to Atos described in paragraph 7.2 “Risk Factors” of the 2023 Atos Universal Registration Document, as updated by Chapter 2 “Risk Factors” of the Amendment and Chapter 1.2 of the Supplement, the risk factors relating to the Rights Issue or the New Shares mentioned in section 2 “Risk Factors” of the Securities Note, as updated by Chapter 3.1 of the Supplement, 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 amendment to Atos’ 2023 universal registration document and Chapter 1.2 of the Supplement to the Prospectus approved by the AMF under number 24-501 dated 25 November 2024, and in section 2 “Risk factors” of the securities note, as updated by Chapter 3.1 of the Supplement, 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

1 Percentages of voting rights are calculated in relation to the number of voting rights exercisable at a General Meeting, i.e. the number of theoretical voting rights less shares deprived of voting rights, such as treasury shares.
2 For indicative purposes only and pending publication of the declarations of legal thresholds’ crossings, it is anticipated that on the settlement-delivery date of the Rights Issue, (i) the funds managed by D.E. Shaw hold 9.95% of the Company’s share capital and voting rights (it being specified that, in addition, under the mechanism provided for in the Accelerated Safeguard Plan and described in the amendment to the 2023 universal registration document filed with the AMF on November 7, 2024 under number D.24-0429-A01, the plan supervisor (commissaire à l’exécution du plan) will hold 1.26% of the Company’s share capital and voting rights until such time as the percentage held by the funds managed by D.E. Shaw no longer requires regulatory approval or they obtain the necessary regulatory approvals to cross the 10% threshold, as the case may be), (ii) the funds managed by Boussard & Gavaudan hold 5.74% of the Company’s share capital and voting rights and (iii) the funds managed by Tresidor hold 5.02% of the Company’s share capital and voting rights.
3 Information on employee share ownership is given as at 30 November 2024.

4 Information concerning the shareholding of the members of the Board of Directors is given on the basis of the information known to the Company as at 10 December 2024. As a reminder, Mr Philippe Salle, Chairman of the Board of Directors, participated in Atos’ Rights Issue by subscribing to 2,432,432,432 New Shares for a total amount of €9 million, in accordance with his subscription commitment.
5 The “Others” category includes all shareholders holding less than 5% of the share capital and voting rights and not included in the “Participating creditors”, “Employees”, “Board of Directors” and “Treasury shares” categories.

Attachment

• PR – Atos – Settlement and delivery of the rights issue – 10 December 2024