Success of Sopra’s Friendly Public Exchange Offer for Steria

Regulatory News:

Sopra (Paris:SOP) (Euronext: SOP) and Steria (Euronext: RIA) have announced that on 5 August 2014 the Autorité des Marchés Financiers (AMF) published the results of the Public Exchange Offer (Offre Publique d’Echange, OPE) initiated by Sopra for Steria’s shares.

By the end of the Offer period, 79.69% of Steria’s shares were tendered to Sopra to create a new European leader in digital services, thus exceeding the required success threshold of 60% of the fully-diluted share capital and voting rights.

In consideration for the Steria shares tendered to the OPE, Sopra’s share capital has been increased to €18,542,136 million with the creation of 6,611,902 new ordinary shares.

In application of Article 232-4 of the AMF’s General Regulation, the Offer will be reopened within ten (10) trading days following the publication of its results to allow Steria shareholders to tender their outstanding shares as part of the Reopened Offer under the same terms as those of the initial Offer. The AMF and Euronext Paris will issue notices of the reopening of the Offer and its timetable.

Pierre Pasquier, Chairman of Sopra, commented: "This success will enable us to accelerate the collaboration between our two companies so as to present, in the near future, our organisational plan for the new combined entity, Sopra Steria Group. The strong participation of investors and shareholders of Steria, most of whom have tendered their shares to the Offer, illustrates their endorsement of the project we have presented.”

François Enaud, CEO of Steria, added: "This is a very satisfying result that confirms the strategic advantage of our tie-up with Sopra. I would like to thank all our shareholders, and in particular our employee shareholders, and let them know that we are fully committed to the success of the new group we will be building together.”

As previously announced, the new group will boast combined revenue of €3.1bn (based on pro forma 2013 data) and operations in 24 countries with more than 35,000 professionals at the service of major international clients. The tie-up will result in one of the most comprehensive portfolios of offerings on the market, notably thanks to the highly complementary fit of business lines and geographic territories.

Indicative timetable

12 August 2014: settlement-delivery of the Offer

18 August 2014: reopening of the Offer by the AMF

5 September 2014: closing of the Reopened Offer

12 September 2014: publication by the AMF of the final result of the Reopened Offer

18 September 2014: settlement-delivery of the Reopened Offer

How to tender shares to the Reopened Offer

Information on the Reopened Offer is available on the websites of Steria (http://investisseurs.steria.com), Sopra (www.sopra.com/soprasteria) and the AMF (www.amf-france.org).

Steria shareholders who wish to tender their shares to the Reopened Offer can do so in one of two ways depending on how their shares are held:

• If you hold bearer shares (porteur) or administered registered shares (nominatif administré) in an account with a financial intermediary, you must submit to that financial intermediary, by the closing date of the Reopened Offer at the latest, an order to tender your shares to the Reopened Offer, using the template provided to you by the financial intermediary;
• If you hold pure registered shares (nominatif pur), you must return the participation form that will be mailed to you, indicating on it that you wish to tender your shares to the Reopened Offer. Your Steria shares will then be converted to administered registered form (nominatif administré) to enable you to participate in the Reopened Offer.

Steria shareholders may call the following free phone number with any questions about the Reopened Offer: 0800 91 72 24.

This press release was prepared for information purposes only. It does not constitute a public offering and is not for publication or distribution in countries other than France. The publication or distribution of this press release, the Offer and its acceptance may, in certain countries, be subject to specific regulation. Persons in possession of this press release are therefore required to enquire about, and comply with, any applicable local restrictions. Sopra disclaims all liability in the event of a breach by any person of applicable local rules.

Photos/Multimedia Gallery Available: http://www.businesswire.com/multimedia/home/20140805006510/en/