Cap Gemini - Registration Document 2016

4

FINANCIAL INFORMATION

4.2 Consolidated financial statements

Short-term investments At December 31, 2016, short-term investments mainly consist of UCITS, certificates of deposit and term bank deposits, paying interest at standard market rates.

The July 2020 and July 2023 tranches are callable by Cap Gemini S.A., subject to certain conditions set out in the issue prospectus and particularly concerning the minimum redemption price. These three bond issues are also subject to standard early redemption, early repayment and pari passu clauses. The terms and conditions of these three tranches were set out in the prospectus approved by the AMF on June 29, 2015 under reference number no. 15-318. “ORNANE 2013” Bond issue c) bonds redeemable in cash and/or in new and/or existing shares ( Obligations à option de Remboursement en Numéraire et/ou en On October 18, 2013, Cap Gemini S.A. launched an offering of 2013. Actions Nouvelles et/ou Existantes , ORNANE), maturing on January 1, 2019. Bondholders enjoyed all rights from October 25, The total nominal amount of the issue was €400 million, representing an issue premium of 42.5% compared with the Company benchmark share price during the relevant period. comprising 5,958,587 bonds with a nominal value of €67.13 each, On October 18, 2013, the Company purchased a call option on its own shares aimed at neutralizing the potential dilution related to effective dilution threshold of the ORNANEs by approximately 5%. sold a call option also on its own shares but with a higher strike price. Together, these two transactions synthetically enhanced the The bonds did not bear any interest (zero coupon bonds). (inclusive), bondholders could only exercise their share conversion rights in the limited circumstances listed in the prospectus. During the period from October 25, 2013 to December 31, 2016 day (exclusive) preceding January 1, 2019. From January 1, 2017 (inclusive), bondholders could exercise their share conversion rights at any time up to the eighteenth trading On the exercise by bondholders of their share conversion rights, Cap Gemini S.A. could present, at its initiative, either: (i) a cash amount up to the nominal value of the bonds and new and/or existing shares thereafter, where applicable; or (ii) only new and/or existing shares. conversion rights has not been exercised by bondholders. The bonds were redeemable at par on January 1, 2019 if share The bond issue was also subject to standard early redemption, early repayment and pari passu clauses. embedded conversion option was recognized in “Other non-current liabilities”, with fair value movements taken to profit or Given the settlement terms of the “ORNANE 2013” bonds, an loss. own shares purchased on October 18, 2013 was recognized in assets. Fair value movements were taken to profit and loss and In parallel and given its terms and conditions, the call option on offset those on the embedded conversion option. the ORNANE 2013 bond issue. In addition, and in order to optimize the cost of the Group’s financial resources, the Company

Cash management assets

particularly with regards to the average maturity of the portfolio. These funds may, however, be redeemed at any time without penalty. monetary UCITS classification criteria defined by ESMA (European Securities and Markets Authority) for money market mutual funds, any time without penalty, as well as marketable securities held by certain IGATE group companies in India which do not meet all the Cash management assets consist of capitalization contracts with insurance companies which may be cancelled by Cap Gemini S.A. at

Borrowings

Bonds A)

2016 Bond issue a)

each and with a settlement/delivery date of November 9, 2016. On November 3, 2016, Cap Gemini S.A. placed a €500 million bond issue comprising 5,000 bonds with a unit value of €100,000 coupon of 0.50% (issue price 99.769%). The bond issue is callable before this date by Cap Gemini S.A., subject to certain The bonds mature on November 9, 2021 and pay an annual conditions set out in the issue prospectus and particularly concerning the minimum redemption price. repayment and pari passu clauses. The bond issue is also subject to standard early redemption, early The terms and conditions of the bond issue were set out in the prospectus approved by the AMF on November 7, 2016 under reference number no. 16-518. bond issue for a total nominal amount of €2,750 million and with a settlement/delivery date of July 1, 2015: On June 24, 2015, Cap Gemini S.A. performed a “triple tranche” 2015 Bond issue (July 2018): ◗ The nominal amount of this tranche is €500 million, comprising 5,000 bonds with a unit value of €100,000 each. The bonds 2015 Bond issue (July 2020): ◗ 12,500 bonds with a unit value of €100,000 each. The bonds mature on July 1, 2020 and pay an annual coupon of 1.75% The nominal amount of this tranche is €1,250 million, comprising (issue price 99.853%); 2015 Bond issue (July 2023): ◗ The nominal amount of this tranche is €1,000 million, comprising (issue price 99.857%). 10,000 bonds with a unit value of €100,000 each. The bonds mature on July 1, 2023 and pay an annual coupon of 2.50% mature on July 2, 2018 and pay a floating coupon of 3 month Euribor +85 bp, revised quarterly (issue price 100%); July 1, 2015 Bond issue b)

208

Registration Document 2016 — Capgemini