- Offering price set at 21.50 € per share
- Offering subscribed for a total amount of €96.2 million, of which €86.2 million via the issue of new shares and €10.0 via the sale of existing shares after full exercise of the extension clause
- Transfer and resuming of trading on the regulated market of Euronext Paris (compartment B) on 23 March 2016
The FIGEAC AERO Group (mnemonic code: ALFIG), key partner to the major aerospace manufacturers, announces today the success of its offering opened on 8 March 2016 and aimed at institutional investors and retail investors.
The aggregate demand amounted to 4,506,794 shares, of which 94% under the Global Placement (primarily for institutional investors) and 6% under the Open Price Offering (OPO) (primarily for retail investors, with A1 and A2 orders allocated to 100%), representing an oversubscription rate of 1.1 times the offer before the full exercise of the extension clause.
FIGEAC AERO's Board of Directors met today to set the price at €21.50 per share and approved the transfer of the shares on the regulated market of Euronext Paris (compartment B)1 with resuming of trading on 23 March 2016 (new mnemonic code: FGA).
In the context of this transaction, FIGEAC AERO will raise €86.2 million via the issue of 4,011,627 new shares, after full exercise of the extension clause. After the transaction, FIGEAC AERO's share capital will amount to €3,813,496.80 and will be composed of 31,779,140 shares. In conjunction with the issue of new shares, Mr. Jean-Claude Maillard, Chairman and founding Chief Executive Officer, will sell 465,116 existing shares for an amount of €10.0 million, increasing the free float of the Company to 24.3% of the share capital.
This capital increase allows the Group to finance its growth and deploy its business model internationally, especially in the Americas (over 60% of the global market), but also in best-cost areas by:
- accelerating organic growth (80% of funds raised), notably by investing in production facilities in the aim of making further market share gains on existing or new/unallocated programmes (A330neo for instance);
- seizing value-creating acquisition opportunities (20% of funds raised), while maintaining strict financial discipline.
Mr. Jean-Claude Maillard, Chief Executive Officer of FIGEAC AERO, declared: “We're happy to acknowledge the strong support expressed by the investors towards our Group and its outlooks, as well as the major commitment for the opening of the company's share capital to the public. I would like to warmly thank both existing and new institutional and individual shareholders for their trust. FIGEAC AERO now has a strengthened financial structure, which gives us the means to match our ambitions and constitutes a key step in the development of the Company. This fundraising enables us to pursue our development strategy in order to maintain a high level of growth to become the first European aerospace subcontractor and a worldwide leader.”
The settlement-delivery of the OPO and the Global Placement is planned on 22 March 2016. The delisting of the shares from alternext Paris and the admission to trading of the shares on the regulated market of Euronext Paris (including resuming of trading of the shares) are planned on 23 March 2016. New shares will carry dividend rights and will be fungible with FIGEAC AERO's existing shares from their issuance date and will be traded on the same trading line under the isin code FR0011665280.
This transaction was managed by ODDO & CIE, acting as Lead Manager and Joint Bookrunner and by MIDCAP PARTNERS, acting as Joint Bookruner.
1 FIGEAC AERO, which aims to comply with the Middlenext Corporate Governance Code from the date of its first listing on the regulated market of Euronext Paris, plans to call a Shareholders' Meeting as soon as possible after the transfer to propose the appointment of Mrs Marie-Line Malaterre as an independent director (it being specified that the Maillard family has already undertaken to vote in favour of her appointment). Mrs Malaterre, in her capacity as an independent director of the Company and an accounting graduate, will also chair the Audit Committee that will be created upon her appointment.
Offering reserved for employees
The cash capital increase reserved for employees of the Company and its subsidiaries belonging to the FIGEAC AERO company savings plan, will be priced to €17.20 per share, representing a discount of 20% to the offer price. On this basis, the cash capital increase reserved for employees will represent a maximum number of 58,139 new shares to be issued.
Indicative timetable of the offering reserved for employees
|19 March 2016||Opening of the subscription period|
|2 May 2016||Closing of the subscription period at 5.00 p.m. (Paris time)|
|5 May 2016||Euronext notice announcing the results of the offering reserved for employees|
|9 May 2016||Settlement-delivery of the offering reserved for employees|
Abstention and lock-up undertakings
- Abstention undertaking of the Company: 180 days;
- Lock-up undertaking of Mr. Jean-Claude Maillard in its capacity as selling shareholder towards the Lead Manager and Joint Bookrunners: 180 days.
Copies of the prospectus approved by the French Financial Markets Authority (AMF) on 7 March 2016 under No. 16-070 are available free of charge upon request from the head office of FIGEAC AERO and in electronic form on the websites of the Company (www.figeac-bourse.com) and the AMF (www.amf-france.org).
Investors' attention is drawn to the risk factors and other information provided in Chapter 4 “Risk Factors” of the Registration document and Chapter 2 “Risk factors related to the Offering” of the Securities note.
ABOUT FIGEAC AÉRO
The Figeac Aéro Group, a leading partner of major aerospace manufacturers, specialises in the production of light alloy and hard metal structural parts, engine parts, landing gear parts and sub-assemblies. An international group with a workforce of over 1,800 employees, Figeac Aéro operates in France, the United States, Morocco, Mexico and Tunisia. In the year ended 31 March 2015, the Group reported revenues of €204 million. Its year-end order backlog was €3.7 billion.
Tel.: +33 (0)1 53 67 36 73
This press release does not constitute and should not be considered as a public offering, an offer to sell or subscribe, or a solicitation of an order to purchase or subscribe, or as a means of soliciting public interest in a public offering.
This press release has been issued for information purposes and not as a prospectus within the meaning of Directive 2003/71/ EC of the European Parliament and of the Council of 4 November 2003 as amended, notably by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010, as amended, as transposed by each Member State of the European Economic Area (the “Prospectus Directive”).
As regards Member States of the European Economic Area States other than France that have transposed the Prospectus Directive (the “Member States”), no action has been undertaken or will be undertaken to make a public offering of the shares of the Company requiring the publication of a prospectus in any such Member State. The shares may therefore only be offered in these States: (a) to legal entities classified as qualified investors as defined in the Prospectus Directive; or (b) in other cases that do not require the publication by FIGEAC AERO of a prospectus pursuant to Article 3(2) of the Prospectus Directive.
This press release has not been issued and has not been approved by an authorised person within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. Accordingly, this press release is intended solely for (i) persons outside the United Kingdom, (ii) investment professionals falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) persons falling within the scope of Article 49(2) (a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iv) any other persons to whom this document may be communicated in accordance with the law (the persons mentioned in paragraphs (i), (ii), (iii) and (iv) together being referred to as “Qualified Persons”). The securities are intended solely for Qualified Persons; and no invitation, offer or agreement relative to the subscription, purchase or other means of acquiring securities may be proposed or made other than to Qualified Persons. Persons other than Qualified Persons may not act or rely on this press release and the information contained herein. This press release is not a prospectus approved by the Financial Services Authority or any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute an offer of securities or a solicitation to purchase or subscribe for securities or a solicitation to sell securities in the United States. The securities referred to herein have not been and will not be registered pursuant to the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States without registration or exemption from the registration requirement imposed under the US Securities Act. The Shares have not been and will not be registered pursuant to the US Securities Act, and FIGEAC AERO does not intend to make any public offering of its shares in the United States of America.