Not to publish, distribute or release, directly or
indirectly, in or into the United States of America, Canada,
Australia, South Africa or Japan and in any other jurisdiction in
which it is unlawful to release, publish or distribute this press
release.
Regulatory News:
Teleperformance SE (the “Company”) (Paris:TEP), the global
leader in outsourced customer and citizen experience management and
related digital services, announces the success of the tender offer
(the “Tender Offer”) on its €600,000,000 1.500% notes due 3 April
2024 (ISIN: FR0013248465) (the “2024 Notes”) and €750,000,000
1.875% notes due 2 July 2025 (ISIN: FR0013346822) (the “2025 Notes”
and, together with the 2024 Notes, the “Existing Notes”).
The Company accepted the tender of Existing Notes for a final
acceptance amount of €462,500,000 at a tender price of 100.000% for
the 2024 Notes and for a final acceptance amount of €134,500,000 at
a tender price of 99.250% for the 2025 Notes. As per this
transaction, the remaining outstanding principal amount of the
Existing Notes will be €137.500.000 for the 2024 Notes and
€615,500,000 for the 2025 Notes.
This transaction finalizes the liability management operation
initiated with the successful placement of its inaugural
Sustainability-Linked Bonds (the “New Notes”) on June 20, 2022, for
€500,000,000 (with a 3.750% annual coupon and a 7-year
maturity).
About Teleperformance Group
Teleperformance (TEP – ISIN: FR0000051807 – Reuters: TEPRF.PA
- Bloomberg: TEP FP), the global leader in outsourced customer and
citizen experience management and related digital services,
serves as a strategic partner to the world’s largest companies in
many industries. It offers a One Office support services model
including end-to-end digital solutions, which guarantee successful
customer interaction and optimized business processes, anchored in
a unique, comprehensive high touch, high tech approach. Nearly
420,000 employees, based in 88 countries, support billions of
connections every year in over 265 languages and around 170
markets, in a shared commitment to excellence as part of the
“Simpler, Faster, Safer” process. This mission is supported by the
use of reliable, flexible, intelligent technological solutions and
compliance with the industry’s highest security and quality
standards, based on Corporate Social Responsibility excellence. In
2021, Teleperformance reported consolidated revenue of €7,115
million (US$8.4 billion, based on €1 = $1.18) and net profit of
€557 million.
Teleperformance shares are traded on the Euronext Paris market,
Compartment A, and are eligible for the deferred settlement
service. They are included in the following indices: CAC 40, STOXX
600, S&P Europe 350 and MSCI Global Standard. In the area of
corporate social responsibility, Teleperformance shares are
included in the Euronext Vigeo Euro 120 index since 2015, the EURO
STOXX 50 ESG index since 2020, the MSCI Europe ESG Leaders index
since 2019, the FTSE4Good index since 2018 and the S&P Global
1200 ESG index since 2017.
For more information: www.teleperformance.com Follow us
on Twitter: @teleperformance
Disclaimer
Offering of the New Notes
This press release does not constitute or form part of any offer
or solicitation to purchase or subscribe for or to sell securities
and the issue of the New Notes will not be an offer to the public
(other than to qualified investors) in any jurisdiction, including
France.
Important Information
This press release may not be published, distributed or
released, directly or indirectly, in the United States of America,
Australia, Canada, South Africa or Japan or in any jurisdiction in
which the offer of the New Notes is unlawful. The distribution of
this press release may be restricted by law in certain
jurisdictions and persons into whose possession any document or
other information referred to herein comes, should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
No communication or information relating to the offering of the
New Notes may be transmitted to the public in a country where there
is a registration obligation or where an approval is required. No
action has been or will be taken in any country in which such
registration or approval would be required. The issuance or the
subscription of the New Notes may be subject to legal and
regulatory restrictions in certain jurisdictions; the Company
assumes no liability in connection with the breach by any person of
such restrictions.
The New Notes will be offered only by way of a placement in
France and/or outside France (excluding the United States of
America, Australia, Canada, South Africa and Japan), solely to
qualified investors (investisseurs qualifiés) as defined in Article
2(e) of the Prospectus Regulation (as defined below). There will be
no public offering in any country (including France) in connection
with the New Notes, other than to qualified investors. This press
release does not constitute a recommendation concerning the issue
of the New Notes. The value of the New Notes can decrease as well
as increase. Potential investors should consult a professional
adviser as to the suitability of the investment in the New Notes
for the person concerned.
Prohibition of sales to European Economic Area retail
investors
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”). For these purposes, the expression “retail investor” means
a person who is one (or more) of the following:
(i.) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
or
(ii.) a customer within the meaning of
Directive 2016/97/EU, as amended, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or
(iii.) not a “qualified investor” as defined
in Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended (the “Prospectus
Regulation”).
Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for
offering or selling the New Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
Prohibition of sales to UK retail investors
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (“UK”). For
these purposes, the expression “retail investor” means a person who
is one (or more) of the following:
(i.) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”); or
(ii.) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the
Financial Services and Markets Act 2000, as amended (the “FSMA”) to
implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK
domestic law by virtue of the EUWA; or
(iii.) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of UK domestic law by virtue of
the EUWA (the “UK PRIIPs Regulation”) for offering or selling the
New Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the New
Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
France
The New Notes will only be offered or sold, directly or
indirectly, in France, and this press release, the Company's base
prospectus, the final terms of the New Notes or any other offering
material relating to the New Notes will only be distributed or
caused to be distributed in France, to qualified investors as
defined in Article 2(e) of the Prospectus Regulation pursuant to
Article L.411-2 1° of the French Code monétaire et financier.
United States of America
The New Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities
Act”), or with any securities regulatory authority of any State or
other jurisdiction in the United States of America, and may not be
offered or sold, directly or indirectly, in the United States of
America except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
or such state securities laws. The New Notes are being offered and
sold outside of the United States of America to non-U.S. persons
pursuant to and in reliance on Regulation S under the Securities
Act (“Regulation S”). Terms used in this paragraph and not
otherwise defined have the meanings given to them in Regulation
S.
Tender Offer
The Tender Offer is addressed to the Qualifying Holders (as
defined in the Tender Offer Memorandum) of the Existing Notes,
excluding U.S. Persons, the United States of America and any other
jurisdiction where the Tender Offer would be prohibited by
applicable law. Neither the Tender Offer Memorandum nor any other
document relating to the Tender Offer has been submitted to the
Autorité des marchés financiers or any other authority for
approval.
No communication and no information in respect of the repurchase
of the Existing Notes may be distributed to the public in any
jurisdiction where a registration or approval is required. No steps
have been or will be taken outside of France in any jurisdiction
where such steps would be required.
This press release does not constitute an invitation to
participate in the Tender Offer or an offer to purchase the
Existing Notes in or from any jurisdiction in or from which, or to
or from any person to or from whom, it is unlawful to make such
repurchase or offer under applicable securities laws. The release,
publication or distribution of this press release in certain
jurisdictions may be restricted by law. Consequently, any persons
in such jurisdiction in which this press release is released,
published or distributed are required by the Company to inform
themselves about, and to observe, any such restrictions.
The Company makes no recommendation as to whether or not the
holders of the Existing Notes should participate in the Tender
Offer.
France
This press release is only intended in France for qualified
investors as defined in Article 2(e) of the Prospectus Regulation
and only qualified investors in France and the EEA are eligible to
participate in the Tender Offer. The Tender Offer Memorandum and
any other document relating to the Tender Offer may only be
distributed in France to qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation and in accordance with
Article L. 341-2, 1 of the French Code monétaire et financier.
United States of America
The Tender Offer is not being made, and will not be made,
directly or indirectly in the United States by means of the mails,
or any other means or instrumentality (including, without
limitation, facsimile, telex, telephone, electronic mail, or any
other means of electronic transmission) of interstate or foreign
commerce, or the facilities of a national securities exchange in
the United States or to any U.S. Person (US. Person, as defined in
Regulation S under the Securities Act of 1933, as amended, the
"Securities Act") (each, a "U.S. Person"). The Existing Bonds
referred to above may not be tendered in the Tender Offer by any
such means or contest in or from the United States or by persons
located or resident in the United States (U.S. Holders, as defined
in Rule 800(h) of the Securities Act). Accordingly, no copy of this
document, the Tender Offer Memorandum or any other document
relating to the Tender Offer is being or shall be, directly or
indirectly, distributed, transferred or transmitted in any manner
whatsoever (including, without limitation, by custodians, agents or
trustees) in or into the United States or to any such person. Any
offer to sell in response to the Tender Offer resulting directly or
indirectly from a violation of these restrictions will be void, and
any offer to sell made by a person located in or resident in the
United States, or any agent, trustee or other intermediary acting,
in a non-discretionary manner, in the name of and on behalf of a
principal instructing from within the United States, will be void
and will not be accepted.
The securities may not be offered or sold in the United States
because of absent registration or an applicable exemption from the
registration requirements of the Securities Act. This press release
does not constitute an offer for sale of any financial securities
in the United States. The financial securities referred to in this
press release have not been and will not be registered under the
Securities Act or the securities laws of any State of the United
States or any other jurisdiction and may not be offered, sold or
delivered, directly or indirectly, in the United States or to any
U.S. Person.
For purposes of the foregoing paragraphs, "United States" means
the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States and the District of Columbia.
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