Repurchase of outstanding OCEANEs due January 1, 2014 (the “2014 OCEANEs”) by the conduct of a reverse bookbuilding process

The Company will launch a repurchase offer in France centralized by BNP Paribas Securities Services in order to ensure that all the 2014 OCEANEs holders who have not tendered their 2014 OCEANES through the reverse bookbuilding process are treated equally. The 2014 OCEANEs holders willing to participate to the repurchase offer will have to contact their financial intermediaries. The Company will repurchase 2014 OCEANEs through the repurchase offer in France during 5 consecutive trading days from October 21 included to October 25, 2013 included (on an indicative basis).

The unit repurchase price of the 2014 OCEANEs, pursuant to the reverse bookbuilding and the repurchase offer, will be set after the close of the market 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 Company will announce the repurchase price of the 2014 OCEANEs after the close of the market on October 25, 2013.

The settlement and delivery of the repurchased 2014 OCEANEs is expected to take place on October 30, 2013, and the 2014 OCEANEs repurchased will be cancelled in accordance with their terms and conditions.

The Company will repurchase all the 2014 OCEANEs tendered pursuant to the reverse bookbuilding process and 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 will announce the aggregate number of 2014 OCEANEs tendered pursuant to the above-mentioned repurchase transactions.

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.
 
Final Terms of the ORNANEs
 
Concurrently with the reverse bookbuilding process relating to the repurchase of the 2014 OCEANEs, the Company launched today an offering of ORNANEs due January 1, 2019. After having received indications of interests from holders of the 2014 OCEANEs pursuant to the reverse bookbuilding process representing more than 50% of the number of 2014 OCEANEs initially issued, the Company has decided to set the nominal value per Bond at € 67.13, including an issue premium of 42.5% over Cap Gemini’s reference share price^[3] on Euronext Paris and set the amount of the issue of ORNANEs at €399,999,945.

The Bonds will not bear any interest (Bonds zero coupon) and will be redeemed at par on January 1, 2019. The Bonds may be subject to early redemption at the option of the Company under certain conditions.

In case of exercise of their conversion right, bondholders shall receive an amount in cash and, as the case may be, an amount payable in new and/or existing Cap Gemini shares. The Company also has the option to deliver new and/or existing shares only.

The issue and settlement-delivery date for the Bonds (ISIN code FR0011600352) is expected to be October 25, 2013.
 
The Bonds have only been 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. A prospectus will be filed with the French Autorité des marchés financiers (the “AMF”).

The purpose of the issue is to finance the repurchase of the outstanding 2014 OCEANEs by the Company.

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 is not a public offering in any jurisdiction.

Principal terms and conditions of the net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANEs) (the “Bonds”)
 

 


 
Indicative Timetable
 

 


DISCLAIMER
 
 
 
This press release does not constitute an offer to purchase or to subscribe the Bonds (as defined above) in the United States of America, Canada, Australia or Japan.
 
No communication or information relating to the issuance of the Bonds may be distributed to the public in a country where a registration obligation or an approval is required. No action has been or will be taken in any country where such action would be required. The offering and the subscription of the Bonds may be subject to specific legal and regulatory restrictions in certain jurisdictions; Cap Gemini accepts no liability in connection with a breach by any person of such restrictions.
 
This press release constitutes an advertisement. It does not constitute a prospectus within the meaning of the Prospectus Directive (as defined hereinafter).
 
This press release does not, and shall not, in any circumstances, constitute an offer to the public of Bonds by Cap Gemini nor an invitation to the public in connection with any offer in any jurisdiction, including France.
 
European Economic Area
 
In each of the various Member States of the European Economic Area other than France which has implemented the Prospectus Directive (the “Relevant Member States”), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring the publication of a prospectus in any Relevant Member State. As a result, the Bonds may only be offered in Relevant Member States:
 
(a)           to qualified investors, as defined in the Prospectus Directive (as defined below) as amended by the PD Amending Directive;
(b)           to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the PD Amending Directive, 150, individuals or legal persons (other than qualified investors as defined in the PD Amending Directive); or
(c)           in any other circumstances falling within Article 3(2) of the Prospectus Directive.
 
For the purposes of this paragraph, (i) the notion of an “offer to the public of Bonds” in any Relevant Member State, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Bonds to be offered, thereby enabling an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and Council of 4 November 2003 (and amendments thereto, including the PD Amending Directive, to the extent implemented to the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and (iii) the expression “PD Amending Directive” means Directive 2010/73/EU of the European Parliament and Council dated 24 November 2010.
 
This selling restriction supplements the other selling restrictions applicable in the Member States which have implemented the Prospectus Directive.
 
France
 
The Bonds have not been and will not be offered or sold, directly or indirectly, to the public in France. The Bonds will be offered or sold in France only to (x) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), and/or (y) qualified investors (investisseurs qualifiés) acting for their own account, and/or (z) a restricted circle of investors (cercle restreint d’investisseurs), with the meanings ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code monétaire et financier and applicable regulations thereunder.
 
United Kingdom
 
This press release is only directed at (i) persons who are not located in the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (iii) persons falling within Article 49(2)(a) to (d) (high net worth entities, non-incorporated associations, etc.) of the Order, or (iv) 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 (the “FSMA”)) in connection with the issue or sale of the Bonds and, if any, the Shares (together being referred to as the “Securities”), may otherwise lawfully be communicated (all such persons mentioned in paragraphs (i), (ii), (iii) and (iv) above, together being referred to as “Relevant Persons”). The Securities are only available to Relevant Persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be addressed or concluded only with Relevant Persons. Any person that is not a Relevant Person must abstain from using or relying on this press release and the information contained therein.
 
This press release does not constitute a prospectus and has not been approved by the Financial Conduct Authority or by another United Kingdom regulatory authority falling within Section 85 of the FSMA.
 
United States of America
 
This press release may not be published, distributed or transmitted in the United States of America (including their territories and dependencies, any state of the United States of America and the District of Columbia). This press release does not constitute any solicitation to purchase or an offer to purchase or to subscribe the Bonds in the United States of America. The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States of America, except pursuant to an exemption from the registration requirements of the Securities Act. The Bonds will be offered or sold only outside of the United States of America in offshore transactions in accordance with Regulation S of the Securities Act. Cap Gemini does not intend to register all or any portion of the offering of the Bonds in the United States of America or to conduct a public offering of the Bonds in the United States of America.
 
Canada, Australia and Japan
 
The Bonds have not been offered or sold and may not be offered, sold or purchased in Canada, Australia or Japan.
 
This press release does not constitute an invitation to sell 2014 OCEANEs in any country where or to any person to which such invitation is restricted by applicable laws or regulations. The repurchase procedure of OCEANEs 2014 is not and will not be opened, directly or indirectly, to U.S. residents (as defined under Rule 800(h) of the Securities Act) under any form and by any mean. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.
 [1] Including the opening and the closing auctions. [2] Rounded (if necessary) to two decimal places (with 0.005 being rounded upwards). [3] The reference share price is the volume-weighted average price (VWAP) of Cap Gemini’s shares quoted on Euronext Paris from the opening of trading on October 18, 2013 until the time when the final terms of the Bonds were determined on the same day.