Assystem - Registration Document 2016

7

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

INFORMATION ABOUT THE SHARE CAPITAL

7.2.5 ORNANE BONDS (BONDS REDEEMABLE IN CASH AND/OR IN NEW AND/OR EXISTING SHARES)

On 6 July 2011, the Company issued 4,181,818 bonds redeemable in cash and/or in new or existing shares (Ornane bonds) with the following features:

Number of Ornane bonds

Ticker

ISIN Issue date

Maturity

Strike ratio 1 Ornane for 1 share

Issue price

ASSYSTORN4%JAN17

FR0011073006 06/07/2011 01/01/2017

€22.00 4,181,818

For further information see Notes 2, 7 and 8 to the consolidated financial statements in Chapter 6, Section 6.1 of this Registration Document.

● total nominal amount: €91,999,996;

● coupon: annual nominal rate of 4% payable in arrears on 1 January each year, i.e. €0.88 per Ornane per year; ● fully redeemable at maturity at par. The redemption procedures and the potential dilutive impact are detailed in the management report and in the notes to the consolidated financial statements; ● share allotment entitlement: bondholders are entitled to allotments of new and/or existing shares under the conditions set out in the Securities Note approved by the AMF on 28 June 2011 under no. 11–268. Changes in conversion ratio The holders of the Ornane bonds were informed by a Euronext notice dated 17 July 2015 that following the payment on 24 June 2015 of the ordinary dividend of €0.75 per share to the Company’s shareholders, the conversion ratio had been increased from 1 to 1.02 Assystem shares for 1 Ornane bond, effective from 24 June 2015. The holders of the Ornane bonds were informed by a Euronext notice dated 2 June 2016 that following the payment of the ordinary dividend of €0.80 per share to the Company’s shareholders, the conversion ratio had been increased from 1.02 to 1.03 Assystem shares for 1 Ornane bond, effective from 2 June 2016. Change in number of outstanding Ornane bonds Following block purchases representing approximately 27% of the original Ornane bond issue, in order to treat all of the Ornane bondholders equitably, the Company decided to launch a buyback procedure on Euronext Paris. The offer period ran from 25 April to 29 April 2016 (inclusive) and covered all of the 81,008 Ornane bonds still outstanding at that time, i.e. approximately 1.9% of the original issue. By the end of the offer period, the Company had bought back 76,914 Ornane bonds, representing approximately 1.8% of the original issue, at a price of €26.15 per bond (including accrued coupons), corresponding to a total of €2,011,301.10. Following the buybacks, a total of 4,094 Ornane bonds remained outstanding, representing approximately 0.1% of the original issue. The Ornane bonds bought back by the Company were cancelled in accordance with the terms and conditions of their indenture and in compliance with the law. At 31 December 2016, a total of 3,757 Ornane bonds remained outstanding. All of these bonds were redeemed on 2 January 2017 in accordance with the terms and conditions of their indenture, for an aggregate amount of €83,854.

7.2.6

ODIRNANE BONDS (PERPETUAL BONDS REDEEMABLE IN CASH AND/OR NEW AND/OR EXISTING SHARES)

On 9 July 2014, the Company issued 5,602,240 perpetual bonds redeemable in cash and/or in new and/or existing shares (Odirnane bonds) representing a total amount of €159,999,974.40. Total issue amount €160 million Issue date 9 July 2014 Maturity Perpetual Number of bonds issued 5,602,240 Number of bonds outstanding at 31 December 2015 5,602,240 Nominal value (with 30% premium) (1) €28.56 Interest rate set until 16 July 2021 (2) 4.5% (1) Reference price of €21.97. (2) As from 17 July 2021, the bonds will bear interest at an annual nominal rate equal to the six-month Euribor plus 800 basis points, payable half-yearly in arrears on 17 July and 17 January each year. The first date on which this interest will be payable (if applicable) will be 17 January 2022, subject to any suspension of interest payments. The Odirnane bonds are admitted to trading on Euronext Paris (ISIN: FR0012032712). The nominal value of each Odirnane bond was set at €28.56, representing a premium of 30% on the reference Assystem share price of €21.97 as quoted on Euronext Paris. The Odirnane bonds were issued at face value on 17 July 2014, which was also the settlement and delivery date. The bonds constitute direct, general, unconditional, unsubordinated and unsecured commitments for the Company. From the issue date until 16 July 2021, the Odirnane bonds will bear interest at an annual nominal rate of 4.50%, payable annually in arrears on 17 July of each year (with the first payment date corresponding to 17 July 2015, subject to any suspension of interest payments). As from 17 July 2021, the bonds will bear interest at an annual nominal rate equal to the six-month Euribor plus 800 basis points, payable half-yearly in arrears on 17 January and 17 July of each year (with the first payment date, if applicable, corresponding to 17 January 2022, subject to any suspension of interest payments). Bondholders may exercise their right to redeem their bonds in shares at any time from 40 days following the issue date until the 18 th trading day preceding 17 July 2021.

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ASSYSTEM

REGISTRATION DOCUMENT 2016