Capgemini specified on that occasion that the transaction will be financed by its surplus cash, a capital increase resulting in a dilution of no more than 6% of Capgemini's share capital and non-convertible bonds for the remaining. In this respect, the capital increase launched today, of an amount below the initially announced cap, aims primarily at early refinancing part of the USD 3.8 billion bridge loan implemented in the context of the IGATE acquisition, which is still expected to close in the second semester 2015[2].
BFW 06/09 15:50 *CAPGEMINI: ISSUANCE OF A MAX. NUMBER OF 7M NEW CAP GEMINI SHRS
BN 06/09 15:49 *CAPGEMINI TO RAISE GROSS EU500M THROUGH PRIVATE PLACEMENT
BN 06/09 15:49 *CAPGEMINI STARTS CAPITAL INCREASE BY WAY OF A PLACEMENT
BN 06/09 15:48 *CAPGEMINI: ISSUANCE OF A MAX. NUMBER OF 7M NEW CAP GEMINI SHRS
BN 06/09 15:48 *CAPGEMINI: CAPGEMINI STARTS A CAPITAL INCREASE
BN 06/09 15:48 *CAPGEMINI: STARTS A €500M CAPITAL INCREASE
BN 06/09 15:48 *CAPGEMINI: CAPGEMINI LAUNCHES A CAPITAL RISE IN CONTEXT OF
BN 06/09 15:49 *CAPGEMINI TO RAISE GROSS EU500M THROUGH PRIVATE PLACEMENT
BN 06/09 15:49 *CAPGEMINI STARTS CAPITAL INCREASE BY WAY OF A PLACEMENT
BN 06/09 15:48 *CAPGEMINI: ISSUANCE OF A MAX. NUMBER OF 7M NEW CAP GEMINI SHRS
BN 06/09 15:48 *CAPGEMINI: CAPGEMINI STARTS A CAPITAL INCREASE
BN 06/09 15:48 *CAPGEMINI: STARTS A €500M CAPITAL INCREASE
BN 06/09 15:48 *CAPGEMINI: CAPGEMINI LAUNCHES A CAPITAL RISE IN CONTEXT OF
Capgemini: Capgemini launches a capital increase in the context of the financing of the IGATE acquisition
2015-06-09 15:48:30.609 GMT
Press relations:
Christel Lerouge
Tel: +33 1 47 54 50 71
Investors' relations:
Vincent Biraud
Tel: +33 1 47 54 50 87
This press release may not be distributed or sent into the United States,
Canada, Australia or Japan.
Capgemini launches a €500 million capital increase in the context of the
financing of the IGATE acquisition
Paris, 9 June 2015 - Following the announcement, on 27 April 2015, of the
project to acquire the American provider of integrated technology and
operations based solutions Company IGATE Corporation, Capgemini launches today
a capital increase by way of a private placement with the issuance of a
maximum number of 7 million new Cap Gemini shares representing approximately
4.2% of the share capital^[1]. The gross proceeds of the share capital
increase would amount to approximately €500 million.
Context of the transaction
On 27 April 2015, Capgemini announced the signing of a definitive merger
agreement pursuant to which, the Group will acquire the company IGATE
Corporation for a cash consideration of $48 per share. The transaction will
amount to USD 4.0 billion and is expected to be accretive to Capgemini's
normalized Earnings Per Share (EPS) of at least 12% in 2016 and 16% in 2017.
Capgemini specified on that occasion that the transaction will be financed by
its surplus cash, a capital increase resulting in a dilution of no more than
6% of Capgemini's share capital and non-convertible bonds for the remaining.
In this respect, the capital increase launched today, of an amount below the
initially announced cap, aims primarily at early refinancing part of the USD
3.8 billion bridge loan implemented in the context of the IGATE acquisition,
which is still expected to close in the second semester 2015^[2].
The acquisition of IGATE should enable the Group to grow its presence in North
America, by far the largest and most innovative technology and services market
in the world, is at the top of the Group's strategic agenda. The combination
of IGATE and Capgemini increases the Group's revenues in the region by 33% to
an estimated USD 4 billion, making North America its first market with
approximately 30% of the pro-forma combined revenues in 2015. Moreover, thanks
to this transaction, Capgemini will increase its competitiveness on all its
markets and expand its services portfolio in key sectors as financial
services.
As a reminder, Capgemini published its first quarter of 2015 revenue
simultaneously with the announcement of the acquisition project. Revenue
increased by 10.5% at current perimeter and exchange rates over the same
period in 2014 supported by a strong growth in North America where its revenue
grew 33.8% at current perimeter and exchange rates and 11.7% on a
like-for-like basis.
Key features and indicative timetable of the capital increase
The transaction which has been authorized by the Board of Directors on 8 June
2015, consists of a private placement exclusively offered to institutional
investors, with no preferential subscription rights or pre-emptive rights
pursuant to the delegations granted under the 25^th and 26^th resolutions by
the Company's general shareholders meeting held on 7 May 2014 and the
provisions of articles L. 225-136 of the French Commercial Code and L. 411-2
II of the French Monetary and Financial Code.
Bookbuilding starts immediately.
The final subscription price and final number of new ordinary shares issued
are expected to be announced by Capgemini as soon as practicable after the
close of the book building and no later than 10 June 2015 before the opening
of the markets.
The settlement-delivery of the new shares should occur on 12 June 2015.
Capgemini has agreed a lock-up on the shares of the Company, for a period of
90 calendar days subject to certain usual exceptions.
Public information
The transaction is not subject to a prospectus approved by the French
Financial Market Authority (Autorité des marchés financiers) (AMF). Detailed
information on Capgemini, including its business, results, perspectives and
related risk factors appear in the Company's reference document registered by
the AMF on 1^th April 2015 under number D.15-0276, which is available together
with all the press releases and other regulated information about the Company,
at the Company's website (www.capgemini.com).
Financial intermediaries
Morgan Stanley and BNP Paribas are acting as Global Coordinators,
Joint Lead Managers and Joint Bookrunners in the capital increase and
Crédit Agricole CIB and HSBC as Joint Lead Managers and Joint
Bookrunners.
About Capgemini
With more than 145,000 people in over 40 countries, Capgemini is one of the
world's foremost providers of consulting, technology and outsourcing services.
The Group reported 2014 global revenues of EUR 10.573 billion. Together with
its clients, Capgemini creates and delivers business and technology solutions
that fit their needs and drive the results they want. A deeply multicultural
organization, Capgemini has developed its own way of working, the
Collaborative Business Experience^TM, and draws on Rightshore^®, its worldwide
delivery model.
More information on: www.capgemini.com
Rightshore® is a brand of Capgemini Group.
IMPORTANT NOTICE
This document does not, and shall not, in any circumstances, constitute a
public offering nor an invitation in any jurisdiction in connection with any
offer.
This document does not constitute or form part of an offer or solicitation of
an offer to purchase or subscribe for securities in France. The securities
referred to herein may not be and will not be offered or sold to the public in
France except to qualified investors ("investisseurs qualifiés") and/or to a
limited group of investors ("cercle restreint d'investisseurs") acting for
their own account, as defined in, and in accordance with Articles L. 411-2 and
D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
This document 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 section
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"). This document is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant persons.
This document has been prepared on the basis that any offer of the new shares
in any Member State of the European Economic Area ("EEA") which has
implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive,
as implemented in that Relevant Member State, from the requirement to publish
a prospectus. Accordingly any person making or intending to make any offer in
that Relevant Member State of securities which are the subject of the
placement contemplated in this document may only do so in circumstances in
which no obligation arises for Capgemini or any of Joint Lead Managers and
Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus
Directive, as amended by the Amending Prospectus Directive (2010/73/UE) in
relation to such offer. Neither Capgemini nor the Joint Lead Managers and
Bookrunners have authorized, nor do they authorize, the making of any offer of
the new shares in circumstances in which an obligation arises for Capgemini or
any of the Joint Lead Managers and Bookrunners to publish prospectus for such
offer.
This document is an advertisement and not a prospectus for the purposes of
applicable measures implementing Directive 2003/71/EC.
This press release is not an offer of securities for sale in the United States
or any other jurisdiction. Securities may not be sold or offered in the United
States unless they are registered or are exempt from registration under the
U.S. Securities Act of 1933, as amended. Capgemini does not intend to register
any portion of this offering in the United States or to conduct a public
offering of securities in the United States. Copies of this press release are
not being, and should not be, distributed in or sent into the United States.
It may be unlawful to distribute these materials in certain jurisdictions.
These materials are not for distribution in Canada, Japan or Australia. The
information in these materials does not constitute an offer of securities for
sale in the United States, Canada, Japan or Australia.
In connection with the placement, Morgan Stanley, BNP Paribas, Crédit Agricole
CIB and HSBC, and any of their respective affiliates acting as an investors
for their own account, may take up as a proprietary position any Cap Gemini
shares and in that capacity may retain, purchase or sell for their own account
such shares. In addition they may enter into financing arrangements and swaps
with investors in connection with which they may from time to time acquire,
hold or dispose of Cap Gemini shares. They 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.
Each of Morgan Stanley, BNP Paribas, Crédit Agricole CIB and HSBC is acting on
behalf of Capgemini and no one else in connection with any offering of the
shares and will not be responsible to any other person for providing the
protections afforded to any of its clients or for providing advice in relation
to any offering of Cap Gemini shares.
The managers involved in the placing and certain of their affiliates, have
provided and may in the future provide various financing, banking, financial,
investment, commercial or other services to Capgemini or to members of the
Group, in exchange for which they have received or may receive compensation.
2015-06-09 15:48:30.609 GMT
Press relations:
Christel Lerouge
Tel: +33 1 47 54 50 71
Investors' relations:
Vincent Biraud
Tel: +33 1 47 54 50 87
This press release may not be distributed or sent into the United States,
Canada, Australia or Japan.
Capgemini launches a €500 million capital increase in the context of the
financing of the IGATE acquisition
Paris, 9 June 2015 - Following the announcement, on 27 April 2015, of the
project to acquire the American provider of integrated technology and
operations based solutions Company IGATE Corporation, Capgemini launches today
a capital increase by way of a private placement with the issuance of a
maximum number of 7 million new Cap Gemini shares representing approximately
4.2% of the share capital^[1]. The gross proceeds of the share capital
increase would amount to approximately €500 million.
Context of the transaction
On 27 April 2015, Capgemini announced the signing of a definitive merger
agreement pursuant to which, the Group will acquire the company IGATE
Corporation for a cash consideration of $48 per share. The transaction will
amount to USD 4.0 billion and is expected to be accretive to Capgemini's
normalized Earnings Per Share (EPS) of at least 12% in 2016 and 16% in 2017.
Capgemini specified on that occasion that the transaction will be financed by
its surplus cash, a capital increase resulting in a dilution of no more than
6% of Capgemini's share capital and non-convertible bonds for the remaining.
In this respect, the capital increase launched today, of an amount below the
initially announced cap, aims primarily at early refinancing part of the USD
3.8 billion bridge loan implemented in the context of the IGATE acquisition,
which is still expected to close in the second semester 2015^[2].
The acquisition of IGATE should enable the Group to grow its presence in North
America, by far the largest and most innovative technology and services market
in the world, is at the top of the Group's strategic agenda. The combination
of IGATE and Capgemini increases the Group's revenues in the region by 33% to
an estimated USD 4 billion, making North America its first market with
approximately 30% of the pro-forma combined revenues in 2015. Moreover, thanks
to this transaction, Capgemini will increase its competitiveness on all its
markets and expand its services portfolio in key sectors as financial
services.
As a reminder, Capgemini published its first quarter of 2015 revenue
simultaneously with the announcement of the acquisition project. Revenue
increased by 10.5% at current perimeter and exchange rates over the same
period in 2014 supported by a strong growth in North America where its revenue
grew 33.8% at current perimeter and exchange rates and 11.7% on a
like-for-like basis.
Key features and indicative timetable of the capital increase
The transaction which has been authorized by the Board of Directors on 8 June
2015, consists of a private placement exclusively offered to institutional
investors, with no preferential subscription rights or pre-emptive rights
pursuant to the delegations granted under the 25^th and 26^th resolutions by
the Company's general shareholders meeting held on 7 May 2014 and the
provisions of articles L. 225-136 of the French Commercial Code and L. 411-2
II of the French Monetary and Financial Code.
Bookbuilding starts immediately.
The final subscription price and final number of new ordinary shares issued
are expected to be announced by Capgemini as soon as practicable after the
close of the book building and no later than 10 June 2015 before the opening
of the markets.
The settlement-delivery of the new shares should occur on 12 June 2015.
Capgemini has agreed a lock-up on the shares of the Company, for a period of
90 calendar days subject to certain usual exceptions.
Public information
The transaction is not subject to a prospectus approved by the French
Financial Market Authority (Autorité des marchés financiers) (AMF). Detailed
information on Capgemini, including its business, results, perspectives and
related risk factors appear in the Company's reference document registered by
the AMF on 1^th April 2015 under number D.15-0276, which is available together
with all the press releases and other regulated information about the Company,
at the Company's website (www.capgemini.com).
Financial intermediaries
Morgan Stanley and BNP Paribas are acting as Global Coordinators,
Joint Lead Managers and Joint Bookrunners in the capital increase and
Crédit Agricole CIB and HSBC as Joint Lead Managers and Joint
Bookrunners.
About Capgemini
With more than 145,000 people in over 40 countries, Capgemini is one of the
world's foremost providers of consulting, technology and outsourcing services.
The Group reported 2014 global revenues of EUR 10.573 billion. Together with
its clients, Capgemini creates and delivers business and technology solutions
that fit their needs and drive the results they want. A deeply multicultural
organization, Capgemini has developed its own way of working, the
Collaborative Business Experience^TM, and draws on Rightshore^®, its worldwide
delivery model.
More information on: www.capgemini.com
Rightshore® is a brand of Capgemini Group.
IMPORTANT NOTICE
This document does not, and shall not, in any circumstances, constitute a
public offering nor an invitation in any jurisdiction in connection with any
offer.
This document does not constitute or form part of an offer or solicitation of
an offer to purchase or subscribe for securities in France. The securities
referred to herein may not be and will not be offered or sold to the public in
France except to qualified investors ("investisseurs qualifiés") and/or to a
limited group of investors ("cercle restreint d'investisseurs") acting for
their own account, as defined in, and in accordance with Articles L. 411-2 and
D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
This document 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 section
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"). This document is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant persons.
This document has been prepared on the basis that any offer of the new shares
in any Member State of the European Economic Area ("EEA") which has
implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive,
as implemented in that Relevant Member State, from the requirement to publish
a prospectus. Accordingly any person making or intending to make any offer in
that Relevant Member State of securities which are the subject of the
placement contemplated in this document may only do so in circumstances in
which no obligation arises for Capgemini or any of Joint Lead Managers and
Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus
Directive, as amended by the Amending Prospectus Directive (2010/73/UE) in
relation to such offer. Neither Capgemini nor the Joint Lead Managers and
Bookrunners have authorized, nor do they authorize, the making of any offer of
the new shares in circumstances in which an obligation arises for Capgemini or
any of the Joint Lead Managers and Bookrunners to publish prospectus for such
offer.
This document is an advertisement and not a prospectus for the purposes of
applicable measures implementing Directive 2003/71/EC.
This press release is not an offer of securities for sale in the United States
or any other jurisdiction. Securities may not be sold or offered in the United
States unless they are registered or are exempt from registration under the
U.S. Securities Act of 1933, as amended. Capgemini does not intend to register
any portion of this offering in the United States or to conduct a public
offering of securities in the United States. Copies of this press release are
not being, and should not be, distributed in or sent into the United States.
It may be unlawful to distribute these materials in certain jurisdictions.
These materials are not for distribution in Canada, Japan or Australia. The
information in these materials does not constitute an offer of securities for
sale in the United States, Canada, Japan or Australia.
In connection with the placement, Morgan Stanley, BNP Paribas, Crédit Agricole
CIB and HSBC, and any of their respective affiliates acting as an investors
for their own account, may take up as a proprietary position any Cap Gemini
shares and in that capacity may retain, purchase or sell for their own account
such shares. In addition they may enter into financing arrangements and swaps
with investors in connection with which they may from time to time acquire,
hold or dispose of Cap Gemini shares. They 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.
Each of Morgan Stanley, BNP Paribas, Crédit Agricole CIB and HSBC is acting on
behalf of Capgemini and no one else in connection with any offering of the
shares and will not be responsible to any other person for providing the
protections afforded to any of its clients or for providing advice in relation
to any offering of Cap Gemini shares.
The managers involved in the placing and certain of their affiliates, have
provided and may in the future provide various financing, banking, financial,
investment, commercial or other services to Capgemini or to members of the
Group, in exchange for which they have received or may receive compensation.