OL Groupe announces the proposed acquisition of 20% of its share capital by the Chinese investment fund IDG Capital Partners, for a total amount of 100 million euros, subscribed at a price of 3.3429 euros per share and 305.3404 euros per OSRANE, i.e., with premiums of 18.54% and 60.71%, respectively, compared to the latest trading prices.
This project includes also a Joint-Venture intended to develop the notoriety of the Olympique Lyonnais and to exploit its know-how in the People's Republic of China, Hong Kong, Macau and Taiwan.
A significant portion of the proceeds of the issuance is expected to be applied to reduce OL Groupe's indebtedness, resulting in a related decrease of financial expenses, which should enable OL Groupe to envisage the global refinancing of the remaining indebtedness.
Lyon, 12 August 2016
OL Groupe announces the execution of a term sheet between OL Groupe and IDG Capital Partners to enable the IDG Capital Partners group (“IDG”) to acquire a 20% interest in OL Groupe. This term sheet also provides for a planned joint venture between OL Groupe and IDG, the purpose of which is to develop the notoriety of the Olympique Lyonnais and to exploit its know-how in China.
Proposed acquisition of a 20% stake in OL Groupe
The investment part of this project consists of the acquisition by IDG of a 20% stake in OL Groupe on a fully diluted basis, i.e., taking into account the potential dilution resulting from the OSRANEs currently existing and to be issued to IDG.
It is proposed that this 100 million euro investment be carried out by way of the subscription of new shares reserved for IDG (representing 20% of the total number of shares outstanding after the issuance of the new shares) and new OSRANEs assimilated to the existing OSRANEs (representing 20% of the total number of OSRANEs outstanding after issuance of the new ORASNEs).
This investment will be based on a valuation of OL Groupe (including the ORSANEs) of 400 million euro pre-money and 500 million euros post-money.
It will therefore be proposed to the shareholders of OL Groupe that this subscription be allocated as follows:
- issuance of 11,589,852 new shares (based on 46,359,410 shares currently outstanding) for an aggregate subscription price of 38,743,716.25 euros, i.e., a price of €3.3429 per share, which corresponds to a premium of 18.54% compared to the latest trading price; and
- issuance of 200,625 new ORSANEs (based on 802,502 ORSANEs currently outstanding) for an aggregate subscription price of 61,258,917.75 euros, i.e., a price of €305.3404 per ORSANE, which corresponds to a premium of 60.71% compared to the latest trading price. Such new OSRANEs will be fully assimilated to existing OSRANEs. As a reminder, each OSRANE gives the right to obtain up to 91.334 new or existing shares. See Note d'opération of 29 July 2013 (AMF visa Nr. 13-431) and BALO notice of 19 June 2015 regarding the adjustment of the attribution and repayment ratio following a capital increase with preferential subscription rights.
IDG will agree to a two-year lock-up from the date of its subscription for the shares and OSRANEs and will have two or three representatives on OL Groupe's Board of Directors (depending on the size of the Board).
OL Groupe plans to use a substantial portion of the proceeds of this investment to refinance part of its indebtedness and reduce its financial expenses.
The admission to listing of the shares and the ORSANEs issued to IDG will be subject to the publication of a prospectus to be approved by French Autorité des Marchés Financiers.
This project includes a proposed joint venture structured as newly form Chinese company, which will be owned 55% by IDG and 45% by OL Groupe. Its purpose will be the promotion of notoriety of the Olympique Lyonnais and the exploitation of its brand and know-how (including with respect to the training of football players) in the People's Republic of China, Hong-Kong, Macau and Taiwan.
The Joint-Venture may also:
- establish partnership with local companies;
- create and develop football schools or training centers;
- sell and promote the sale of tickets to attend games of the OL to Chinese tourists; and
- offer hospitality services related to OL games and the Grand Stade arena.
The Olympique Lyonnais, the Nr.1 Club for players' training in France and Nr. 2 Club for players' training in Europe, is proud to continue to export its know-how internationally, which is an activity that has been ongoing for several year.
The club, which chose to build its own stadium and which owns it outright, has noted, since the beginning of 2016, the positive effects of this ambitious plan and that this investment in such formidable development tool for the future was highly relevant, as seen in the group's revenues for the year ended on 30 June 2016 (see press release of 25 July 2016 on the business).
The OL Men's TEAM finished second of the French Championship and is therefore automatically qualified for the Champions League. Its Women's team is the French Champion for the tenth consecutive year, and recorded its third Champions League victory over the past 6 years.
The whole project, negotiated directly by Jean-Michel Aulas with IDG, received the unanimous support from OL Groupe's Board of Directors. It remains subject to customary conditions for this type of transactions, including the final approval by OL Groupe's Board of Directors of the legal documentation, the approval by an extraordinary general meeting of OL Groupe's shareholders of the issuance of the securities reserved for IDG and the required administrative authorizations from the Chinese authorities. If the project receives the final approval of the Board of Directors and of the extraordinary general meeting of the shareholders, it is anticipated that it will be implemented during the fourth quarter of 2016 or at the latest during the first two months of 2017. If the project has not closed by 28 February 2017, IDG may in certain situations be required to pay to OL Groupe a of 15 million euro break-up fee.
Jean-Michel Aulas, Chairman and ceo of OL Groupe declared: “The financial and operational alliance with the IDG consortium is a key step in the growth of OLG and in its positioning as one of the most ambitious members of the European football's community. This fourth development phase after the arrival of Pathé as a shareholder in 1999, the initial public offering in 2007, and the opening of the stadium and of training and practice centers in 2016, will enable OLG to accelerate its international ambition, and its growth strategy, with a Chinese partner, which also symbolizes in Lyon, a major location on the silk road, an ambitious and friendly cooperation between China and France. I would like to thank Mr. Jianguang Li, a well-known figure in the Chinese financial and business community for his know-how and charisma, which were decisive in the choice of our partner, after OLG had been approached by several other Asian groups.”
Jianguang Li, a general partner of IDG declared for his part: “IDG is proud to participate o, the development of the Olympique Lyonnais through this global and unique partnership between one of the best European football club and one of the most effective Chinese consortium with more than 450 portfolios. This partnership will certainly create important synergies thanks to our investments and our know-how in sport, which are unique within the Chinese territory. The interest of Jean-Michel Aulas, Chairman and main shareholder of OLG, present in many European football institutions was a determining factor for our commitment.”
About OL Groupe: Organized around Olympique Lyonnais, the football club founded in 1950 and headed by Jean-Michel Aulas since 1987, OL Groupe is a leader in the entertainment and media sector in France. Since OL Groupe was created in 1999, it has built an innovative business model combining financial durability and recurrent revenue stream around five complementary sources of revenue: ticketing, sponsoring and advertising, marketing and media rights, brand-related revenue, and player trading. OL Groupe is a company whose securities are admitted to trading on Euronext Paris (Compartment C). The company publishes a reference document filed with the French Autorité des Marchés Financiers each year. Any investor should read such document, including in particular the “Risk Factors” section.
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About IDG Capital Partners: Founded in 1993, IDG Capital Partners was one of the first foreign investment firms to enter the Chinese market and focus on Chinese companies. Over the past two decades, IDG supported many exceptional entrepreneurs who have gone on to build some of the world's leading technology companies. In the process, IDG developed an in-depth understanding of the Chinese market and established close partnerships with many of today's most influential business leaders. In particular, IDG Capital Partners has implemented 450 investments in a wide range of industries such as internet & mobile internet, sports, tourism, consumer, new media, healthcare and new technologies and new associated services.