NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS PRESS RELEASE.
UBISOFT LAUNCHES A TENDER OFFER TO PURCHASE ITS €500 MILLION EXISTING BONDS DUE 2023 AND ANNOUNCES ITS INTENTION TO PRICE A NEW €500 MILLION BOND ISSUE
Paris, June 22 2022 – Ubisoft announces the launch of a tender offer to qualifying holders only to purchase for cash any and all of its outstanding €500 million existing bonds due 30 January 2023, with an annual coupon of 1.289% (of which €500 million are currently outstanding) (ISIN: FR0013313186) (the “Existing Bonds”) (the “Tender Offer”) and its intention, subject to market conditions, to concurrently price solely to qualified investors a new fixed rate bond issue for a total amount of €500 million (the “New Bonds”).
The Tender Offer is subject to the terms and conditional to the satisfaction of the conditions described in the Tender Offer Memorandum dated 22 June 2022. The Tender Offer is subject to and conditional upon the completion of the issue of the New Bonds. The expiration of the Tender Offer is scheduled for 1st July 2022. The Existing Bonds purchased will be immediately cancelled in accordance with their terms and conditions.
The transaction will allow Ubisoft to extend its maturity profile and further diversify its debt investor base. The net proceeds of the New Bonds will be used for general corporate purposes and to refinance certain existing indebtedness of the Group, in particular, the outstanding amount of the Existing Bonds. This is Ubisoft’s third bond market offering.
This press release is for information purposes only and is not an offer to sell or subscribe securities or a solicitation of an order to purchase or subscribe securities in any jurisdiction. The securities mentioned in this press release were not and will not be offered through a public offering other than to qualified investors.
This press release does not constitute an offer for sale of securities in the United States of America or any other jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. These securities may not be offered or sold in the United States of America unless they are registered or exempt from the registration requirements of the US Securities Act of 1933, as amended. Ubisoft Entertainment SA does not intend to register any of the securities mentioned in this announcement in the United States or to conduct a public offering of securities in the United States.
This press release is not a prospectus as required under Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). A prospectus will be prepared and made available to the public, in compliance with the Prospectus Regulation, as part of admitting the New Bonds to trading on the Euronext regulated market in Paris.
This press release does not constitute an offer of securities in France or in any other country. The New Bonds are the subject of a placement in France and outside France solely to qualified investors as defined in Article 2 point (e) of the Prospectus Regulation and in accordance with Article L. 411-2(1°) of the Monetary and Financial Code.
Ubisoft Entertainment SA will undertake no action as part of this placement with a view to making a public offering in France or abroad other than to qualified investors. The dissemination of this press release in any country where such dissemination could constitute a violation of applicable legislation is prohibited.
This press release may be sent to persons located in the United Kingdom only under circumstances wherein section 21(1) of the Financial Services and Markets Act 2000 does not apply.
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