UBISOFT ANNOUNCES THE RESULTS OF THE REPURCHASE OF ITS OUTSTANDING
OCEANES DUE 24 SEPTEMBER 2024 FOR A NOMINAL AMOUNT OF APPROXIMATELY
€250 MILLION
UBISOFT ANNOUNCES THE RESULTS OF THE
REPURCHASE OF ITS OUTSTANDING OCEANES DUE 24 SEPTEMBER 2024 FOR A
NOMINAL AMOUNT OF APPROXIMATELY €250 MILLION
20231128 - Repurchase Pricing PR (ENG)
Paris, 28 November 2023
Ubisoft Entertainment S.A.
(“Ubisoft” or the “Company”)
(ISIN: FR0000054470) announces the results of the concurrent
repurchase of its outstanding OCEANEs due 24 september 2024 for a
nominal amount of approximately €250 million, after the successful
placement 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 €494.5 million (the
“Offering”).
Concurrent partial repurchase of the
outstanding 2024 OCEANEs (ISIN code: FR0013448412)
In connection with the Offering, the Company
invited the eligible holders of the 2024 OCEANEs to submit offers
to sell for cash their 2024 OCEANEs, via the Joint Dealer Managers
(as defined below), in a reverse bookbuilding procedure (the
“Repurchase”) for an aggregate principal amount of
approximately €250 million (the “Repurchase
Amount”) representing approximately 50% of the aggregate
principal amount of 2024 OCEANEs issued initially.
As at the close of business on 27 November 2023,
the aggregate principal amount of outstanding 2024 OCEANEs amounted
to €499,999,897.
The repurchase price per 2024 OCEANE was set at
€110.7.
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. 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.
Following settlement of the Repurchase, the
remaining outstanding principal amount of 2024 OCEANEs will be
€249,999,891.
BNP Paribas, Crédit Agricole CIB and J.P. Morgan
SE acted as Joint Dealer Managers for the Repurchase.
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 EnjalbertInvestor Relations Director+
33 1 48 18 50 78Alexandre.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 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 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 have been 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 has been 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 ProspectusRegulation;
and (B) the expression “offer” includes the communication in any
form and by any means ofsufficient information on the terms of the
offer and the Bonds to be offered so as to enable an investorto
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 article2 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 informationon 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 have been 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 saleof the
Bonds within the United States by a dealer (whether or not it is
participating in the offering) mayviolate 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, 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. 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).
- 20231128 - Repurchase Pricing PR (ENG)
UBISoft Entertainment (TG:UEN)
Historical Stock Chart
From Oct 2024 to Nov 2024
UBISoft Entertainment (TG:UEN)
Historical Stock Chart
From Nov 2023 to Nov 2024