Cap Gemini in €399,999,945 Convertible Bond (ORNANE) Offering

October 25, 2013

Cleary Gottlieb represented Cap Gemini in its €399,999,945 offering of bonds redeemable in cash and/or new and/or existing shares (ORNANE) due January 1, 2019. The bonds will not bear interest.
The settlement-delivery of these bonds took place on October 25, 2013.

The bonds were being offered in private placements in France and outside of France, with the exception of the United States, Canada, Australia and Japan, and are listed for trade on the regulated market of NYSE Euronext in Paris.

The purpose of the offering was to finance the repurchase by Cap Gemini of the bonds convertible in and/or exchangeable for new or existing shares (OCEANE) due January 1, 2014 (OCEANE 2014).

In parallel with the ORNANE offering, Cap Gemini launched a bid on the OCEANE 2014 bonds. This offer was completed on October 25, 2013 and led to the repurchase of 85% of the outstanding OCEANE 2014 bonds.

Cap Gemini also concluded a call spread transaction on its BNP PARIBAS shares. This transaction will synthetically increase the effective dilution threshold of the ORNANE by approximately 5%.