Atos €233 million rights issue concluded
A further important step of its financial restructuring
Following the subscription period, which ended on November 27, 2024, total demand amounted to 18,476,832,229 New Shares, representing a subscription rate of c.29%, broken down as follows:
15,443,618,322 New Shares have been subscribed on an irreducible basis (à titre irréductible); and
3,033,213,907 New Shares have been subscribed on a reducible basis (à titre réductible)
In accordance with the backstop commitments provided for in the Accelerated Safeguard Plan:
Up to 20,270,270,270 New Shares maximum to be subscribed in cash by participating bondholders under the First-Rank Subscription Guarantee; and
Up to 24,315,807,906 New Shares maximum to be subscribed by offsetting claims from participating creditors under the Second-Rank Subscription Guarantee
After completion of the Rights Issue and taking into account the completion of the Share Capital Reduction provided for in the Accelerated Safeguard Plan, the Company’s share capital will amount to €6,317,504.7183 and will be comprised of 63,175,047,183 shares with a par value of €0.0001 each
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
Paris, France – December 2, 2024 - Atos SE (Euronext Paris: ATO) (the “Company” or “Atos”) announces today the results of its rights issue for a gross amount, including issue premium of €233,332,768.4985, by way of issuance of 63,062,910,405 new shares (the “New Shares”) at a subscription price of €0.0037 per share (including, as a reminder, €0.0001 par value1 per share and €0.0036 issue premium) (the “Rights Issue”).
This Rights Issue is backstopped for €164,968,489.25 by the participating creditors, of which:
(i) €75 million by cash subscription by the participating bondholders (the “First-Rank Subscription Guarantee”), and
(ii) €89,968,489.25 by equitization of a portion of the non-secured debt held by the creditors participating to the new preferred financings of the Company (the “Second-Rank Subscription Guarantee”, together with the First-Rank Subscription Guarantee, the “Subscription Guarantee Commitments”),
in accordance with the accelerated safeguard plan approved by the specialised Commercial Court of Nanterre on October 24, 2024 (the “Accelerated Safeguard Plan”).
The completion of the Rights Issue represents an important step in the completion of Atos’ financial restructuring process as set out in its Accelerated Safeguard Plan.
Results of the Rights Issue
Following the subscription period which ended on November 27, 2024, the total demand for subscriptions on a irreducible and reducible basis amounted to 18,476,832,229 New Shares, representing a subscription rate of c.29% based on the initial maximum number of shares to be issued of 63,062,910,405 (for an initial maximum gross amount (including issue premium) of €233,332,768.4985).
These 18,476,832,229 New Shares have been subscribed as follows:
The number of New Shares subscribed on an irreducible basis (à titre irréductible) amounted to 15,443,618,322 New Shares, for a total subscription amount of €57,141,387.7914; and
The number of New Shares subscribed on a reducible basis (à titre réductible) amounted to 3,033,213,907 New Shares, for a total subscription amount 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, i.e. a total amount of €9 million.
As the subscriptions on an irreducible basis and on a reducible basis have not fully absorbed the Rights Issue, the Chief Executive Officer of the Company, acting on sub-delegation from the Board of Directors, in accordance with the terms of the second resolution of the class of holders of the Company’s share capital included in Appendix 12 to the Accelerated Safeguard Plan and under the conditions provided for in Article L. 225-134 of the French Code de commerce, decided on December 2, 2024 that 44,586,078,176 New Shares not absorbed by the irreducible and reducible subscriptions, corresponding to an amount (including issue premium) of c.€165 million, will be subscribed by the participating creditors in accordance with their Subscription Guarantees, as follows:
Up to 20,270,270,270 New Shares maximum to be 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, corresponding to an amount (including issue premium) of €75 million, representing 32% of the New Shares issued; and
Up to 24,315,807,906 New Shares maximum to be subscribed by the participating creditors, in accordance with their subscription commitment under the Second-Rank Subscription Guarantee, corresponding to an amount (including issue premium) of €89,968,489.25, by equitization of a portion of €89,968,489.25 of the unsecured debt they held in proportion of their definitive participation in the new secured financings and the First-Rank Subscription Guarantee, representing c.39% of the New Shares issued.
As a result, the Rights Issue will be subscribed:
for a total amount of €233,332,768.4985 (including issue premium), i.e. 63,062,910,405 New Shares issued at a unit price of €0.0037 (including, as a reminder, €0.0001 par value per share and €0.0036 issue premium),
representing a total subscription of 100% on the basis of the maximum initial of shares to be issued of 63,062,910,405 (for an initial maximum deal size of €233,332,768.4985).
Impact of the Rights Issue on the Atos’s Shareholding structure
After completion of the Rights Issue, the Company’s share capital will amount to €6,317,504.7183 and will be comprised of 63,175,047,183 shares with a par value of €0.0001 each taking into account the Share Capital Reduction.
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: