On September 3, 2010, Cegid Group issued 400,000 redeemable share warrants (BAARs) to certain Cegid employees. Each Warrant gave its holder the right to acquire one Cegid Group share.

The Warrants will be admitted to trading on Euronext Paris from November 5, 2014.

The issue was detailed in the short-form prospectus (note d'opération) approved by the Autorité des Marchés Financiers (AMF) on September 3, 2010 and assigned the number 10-302 (the "Short-form Prospectus") and the terms of the Warrants were subsequently amended as set forth in the press release published by Cegid Group on September 24, 2012 (the "Press Release").

The Warrants are split into two categories:

"A" Warrants
  • Issue price: €1.30
  • Number of "A" Warrants: 200,000
  • Exercise period: November 5, 2014 to November 5, 2017 inclusive. Any unexercised "A" Warrants will automatically become null and void from November 6, 2017.
  • Exercise price: €18
  • ISIN code: FR0010928093
"B" Warrants
  • Issue price: €1.50
  • Number of "B" Warrants: 200,000
  • Exercise period: November 5, 2014 to November 5, 2018 inclusive. Any unexercised "B" Warrants will automatically become null and void from November 6, 2018.
  • Exercise price: €18
  • ISIN code: FR0010928119
Features common to "A" and "B" Warrants

Each Warrant will enable its holder to acquire an existing share in Cegid Group. Cegid Group shares are admitted to trading on Segment B of the Euronext Paris stock market (ISIN code FR0000124703).

As the Warrants do not confer the right to subscribe to new shares, but exclusively to acquire existing shares, their exercise will not cause any dilution.

Early redemption option
Warrants may be redeemed at the option of the Company, in accordance with the terms set forth in paragraph 4.1.11.2 of the Short-form Prospectus if the arithmetic average, calculated over 20 consecutive trading days during the 40 days preceding the publication date of the redemption notice, of (i) the closing prices of Company's shares on Euronext Paris and (ii) the exercise ratio (as defined in the Short-form Prospectus) applicable during the trading days in question, exceeds €36.

In such event, the Warrants will be redeemed at a price of €0.01 per Warrant.

Should the Company decide to redeem the Warrants, it will publish a redemption notice in the BALO (Bulletin of Mandatory Legal Announcements) no later than thirty (30) days before the date the Warrants are to be redeemed-if such publication is required by the laws and regulations in force-as well as in a financial newspaper circulated throughout France, and at NYSE Euronext.

Holders of Warrants may, however, avoid such redemption by exercising their Warrants before the redemption date, in accordance with the terms and conditions set forth in paragraph 4.1.7 of the Short-form Prospectus. After this date, the Warrants will be cancelled and redeemed by the Company.

On the basis of the share price as of November 4, 2014, the theoretical values of the "A" and "B" Warrants will fall between €11.55 and €11.83 and between €11.55 and €12.02, respectively, based on volatility of 25-35%.

Prospectus

The full prospectus related to the Warrants issue ("Prospectus") was composed of the following documents:

  • Cegid's Registration Document, filed with the AMF on April 23, 2010 under number D.10-0308;
  • the update to the Registration Document filed with the AMF on September 3, 2010 under number D.10-0308-A01; 
  • the Short-form Prospectus, which was assigned no. 10-302 on September 3, 2010 and;
  • a summary of the Prospectus (included in the Short-form Prospectus above).

The Press Release relating to the amendment of the Warrants' terms was published by the Company on September 24, 2012.

The Company filed a Registration Document with the AMF on April 23, 2014 under number D.14-0392 (the "Registration Document").

You should carefully read the section in the Prospectus and Registration Document entitled "'Risk Factors".

Copies of the Prospectus, the Press Release and the Registration Document may be obtained free of charge from Cegid Group, 52 quai Paul Sédallian, 69009 Lyon (France).

Prospectus, the Press Release and the Registration Document can also be viewed on the web sites of the AMF ( www.amf-france.org ) and Cegid Group ( www.cegid.com ).

About Cegid

Cegid is the leading French enterprise software provider, supporting businesses as they undergo digital transformation. Its 2013 revenue was close to €260 million.

Cegid addresses the management needs of companies and organizations of all sizes, in the fields of finance and tax management, human resources, and vertical business solutions (manufacturing, trade, services, retail, accounting profession, small companies, and public sector).

Cegid's technological innovation strategy integrates the new ways in which people use software. Its MoBiCloTM concept combines MObility, Business Intelligence and the CLOud with "On-Demand" solutions adapted to the industry-specific needs of each user.

With more than 2,000 employees, 28 locations in France, and 13 international subsidiaries, Cegid Group (listed on Euronext Paris) serves more than 110,000 clients and 400,000 users.

Details of Cegid's product lines can be found on our website: www.cegid.fr (in French)

To learn more about Cegid, please visit: www.cegid.com

Disclaimer

This press release and the information it contains do not constitute an offer to sell or subscribe to, or a solicitation of an order to buy or subscribe to securities in France or in any other country. The distribution of this press release in certain countries may constitute an infraction of applicable laws.  This press release has not been, and may not be, distributed or sent to these countries, including the United States, Canada, Japan, China and Australia.  This press release does not constitute an offer to sell securities in the United States of America or in any other country.  These securities may not be offered nor sold in the United States of America unless they are registered or exempt from registration under the US Securities Act of 1933, as amended.

This document may contain certain forward-looking statements which are valid only as of the date on which they are made.  Forward looking statements relate to projections, anticipated events or trends, future plans and strategies, and reflect Cegid Group's current views about future events.  They are therefore subject to inherent risks and uncertainties that may cause Cegid Group's actual results to differ materially from those expressed in any forward-looking statement. Factors that could cause actual results to differ materially from expected results include changes in the global economic environment or in the business environment, and in factors such as competition and market regulation.  For more information regarding risk factors relevant to Cegid Group, please see Cegid Group's filings with the Autorité des Marchés Financiers.  Cegid Group does not intend, and disclaims any duty or obligation, to update or revise any forward-looking statements contained in this document to reflect new information, future events or any other factor.

In some countries, the distribution of the Prospectus, the Press Release or the Registration Document, and subscription to the bonds may be subject to specific regulations. Any person in possession of the Prospectus, the Press Release or the Registration Document must inform himself or herself of, and observe, any and all local restrictions. Authorized intermediaries may not accept purchase orders of warrants from customers whose address is in a country that has instituted such restrictions, and these notifications shall be considered null and void. Any person who, for any reason, sends or allows transmission of these documents in such countries shall bring the provisions of this paragraph to the attention of the recipient. The Prospectus, Press Release or the Registration Document and any other documentation related to the issue or admission to trading of the warrants may only be distributed outside France if they comply with applicable laws and regulations, and may not constitute an offer to subscribe or purchase in any country in which such a subscription offer is unlawful.  The Prospectus, the Press Release and the Registration Document have not been and will not be registered outside France.  The Prospectus, the Press Release and the Registration Document may not be distributed in the United States of America.

Copies of this press release may be obtained free of charge from Cegid Group, 52 quai Paul Sédallian, 69009 Lyon (France). It can also be viewed on the web sites of the AMF ( www.amf-france.org ) and Cegid Group ( www.cegid.com ).

This English translation is for the convenience of English-speaking readers. However, only the French text has legal value. Consequently, the translation may not be relied upon to sustain any legal claim, nor should it be used as the basis of any legal opinion. Cegid Group expressly disclaims all liability for any inaccuracy herein.

Stock market: Euronext Paris Segment B
ISIN stock code: FR0000124703
Reuters: CEGI.PA
Bloomberg: CGD FP
ICB: 9537 Software
Indices: CAC ALL SHARES - CAC ALL-TRADABLE -
CAC MID & SMALL - CAC SMALL - CAC SOFT. & C.S. -
CAC TECHNOLOGY - NEXT 150
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