Proposed repurchase of outstanding OCEANEs due January 1, 2014 (the “2014 OCEANEs”) via a reverse bookbuilding process

Publish date:

Paris, October 18, 2013
 
Capgemini announced end of July several measures aiming at optimizing its balance sheet, and in particular its intention to allocate €400 million to neutralize part of the potential dilution created by the 2014 OCEANEs.  In this context, Capgemini proposes today to repurchase all its outstanding 2014 OCEANEs, such repurchase to be partially financed by a new offering of ORNANEs in an amount of €350m.
 
 
Repurchase (subject to certain conditions) of the 2014 OCEANEs (ISIN: FR0010748905)
In order to repurchase the 2014 OCEANEs, Cap Gemini S.A. (“Cap Gemini” or the “Company”) will conduct today, via BNP PARIBAS, acting as sole Global Coordinator, Joint Lead Manager and Joint Bookrunner and CITIGROUP, MORGAN STANLEY and NATIXIS, acting as Joint Lead Managers and Joint Bookrunners, a reverse bookbuilding process to collect indications of interest from holders of the 2014 OCEANEs to sell their 2014 OCEANEs.

If such indications of interest represent 30% or more of the aggregate number of the 2014 OCEANEs initially issued, the Company will launch a repurchase offer in France centralized by BNP Paribas Securities Services during 5 trading days at the close of the reverse bookbuilding process in order to ensure that all the 2014 OCEANE holders are treated equally. Below this threshold, the Company reserves the right to launch such repurchase offer. The Company will publish a press release announcing whether this repurchase offer is launched at the close of the reverse bookbuilding process.

The unit repurchase price of the 2014 OCEANEs, pursuant to the reverse bookbuilding and, if applicable, the repurchase offer, will be set after market close on October 25, 2013 and will be equal to the arithmetic mean of the daily volume-weighted average prices[1] (VWAP) of Cap Gemini’s shares quoted on the regulated market of NYSE Euronext in Paris (“Euronext Paris”) from October 18, 2013 to October 25, 2013 included[2], increased by a premium of 0.15 euro per 2014 OCEANE.

The settlement and delivery of the repurchased 2014 OCEANEs is expected to take place on October 30, 2013, and the 2014 OCEANEs repurchased will thereafter be cancelled in accordance with their terms and conditions.
The Company will repurchase all the 2014 OCEANEs which are tendered pursuant to the reverse bookbuilding process and, if applicable, the repurchase offer, subject to the settlement and delivery of the ORNANEs due January 1, 2019 described below (the « Bonds » or the « ORNANEs »).

The Company reserves the right to repurchase 2014 OCEANEs on or off the market after the close of the repurchase offer.

The Company also reserves the right to ask for early redemption of the 2014 OCEANEs in accordance with their terms and conditions, after the close of the repurchase offer.
 

Launch (subject to certain conditions) of an offering of ORNANEs
 
Concurrently with the reverse bookbuilding process relating to the repurchase of the 2014 OCEANEs, the Company launches today an offering of ORNANEs due January 1, 2019 in an amount of €350 million, led by BNP PARIBAS, acting as sole Global Coordinator, Joint Lead Manager and Joint Bookrunner and by CITIGROUP, MORGAN STANLEY and NATIXIS, acting as Joint Lead Managers and Joint Bookrunners.

The purpose of the issue is to finance the repurchase of the outstanding 2014 OCEANEs by the Company.
The Bonds will be issued at par representing an issue premium between 35% and 42.5% over Cap Gemini reference share price[3] on Euronext Paris.

The Bonds will bear interest at an annual nominal rate comprised between 0% and 0.25% and will be reimbursed at par on January 1, 2019. The Bonds may be subject to early redemption at the option of Cap Gemini under certain conditions.
In case of exercise of their conversion right, bondholders shall receive an amount in cash corresponding to the outstanding principal amount and, as the case may be, an amount payable in new and/or existing Cap Gemini shares for the remaining part. The Company also has the option to deliver new and/or existing shares only.

The expected issue and settlement-delivery date for the Bonds is expected to be October 25, 2013.

The bookbuilding for the Bonds and the reverse bookbuilding for the repurchase of the 2014 OCEANEs are independent from one another. The allocation of the Bonds is not contingent upon indications of interests to sell expressed by the holders of the 2014 OCEANEs in the reverse bookbuilding process.

The Company reserves the right not to proceed with the issue of the Bonds if indications of interests received from holders of the 2014 OCEANEs pursuant to the reverse bookbuilding process represent less than 50% of the number of 2014 OCEANEs initially issued. In the event that indications of interest received pursuant to the reverse bookbuilding process represent less than 50% and that the Company decides not to proceed with the issue of the Bonds, the Company will however repurchase the 2014 OCEANEs tendered pursuant to the reverse bookbuilding process and, if applicable, the repurchase offer (the condition precedent to such repurchase relating to the settlement and delivery of the ORNANEs would then not be applicable).

The Company will announce via a press release published on October 18, 2013 the number of 2014 OCEANEs tendered pursuant to the reverse bookbuilding process and, if applicable, the definitive terms of the ORNANEs.
The Bonds will only be offered by way of a private placement in France and outside France, and will not be offered in the United States of America, Canada, Australia and Japan.

An application will be made for the Bonds to be admitted to trading on Euronext Paris. An offering circular (prospectus) will be filed with the French Autorité des marchés financiers (the “AMF”).
 
In addition, in the context of the management of the potential dilution created by the ORNANEs, the Company intends to buy from BNP PARIBAS a call option on its own shares and to sell, to BNP Paribas, another call option on its own shares, which may be exercised at a higher price. Both of these transactions will synthetically enhance the effective dilution threshold of the ORNANEs by approximately 5%. BNP PARIBAS will execute hedging transactions only after the determination of the final terms of the Bonds. These transactions will be executed in accordance with applicable regulations.
 
The Company has entered into a liquidity agreement with Oddo Corporate Finance in 2010 in order to enhance the liquidity of Cap Gemini share and ensure more regular trading. The execution of this contract will be suspended during the period from 18 October 2013 until the settlement-delivery date of the Bonds.
 
The offering of the Bonds and the repurchase of the 2014 OCEANEs are led by BNP PARIBAS acting as sole Global Coordinator, Joint Lead Manager and Joint Bookrunner and by CITIGROUP, MORGAN STANLEY and NATIXIS acting as Joint Lead Managers and Joint Bookrunners.
 
 
About the Capgemini Group

With more than 125,000 people in 44 countries, Capgemini is one of the world’s foremost providers of consulting, technology and outsourcing services. The Group reported 2012 global revenues of EUR 10.3 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 ExperienceTM, and draws on Rightshore®, its worldwide delivery model.
 
More information is available at www.capgemini.com
 
This press release does not constitute an offering, and the offering of the Bonds is not a public offering in any jurisdiction.