ASK (Euronext Paris - FR0011980077 - ASK), a specialist in secure "contactless" solutions destined for the Identity and Access Control markets, convened a General Meeting to take place on the 27 April 2017 at 9.00AM. The objective of the meeting is to issue a decision on the strategic merger of ASK with the Identification and Traceability division of the Paragon Group, by contribution to ASK of the shares of the companies making up the “Paragon Identification” division (PID), as previously announced on 26 October 2016.
An information document (Document E), describing the terms and conditions of the contribution, has been registered with the French FINANCIAL market authority (Autorité des Marchés Financiers - AMF) under reference number E.17-010 on the 30 March 2017. The document is available for consultation on ASK's website. Additionally, the takeover exemption approval was obtained from the AMF on the 29 March 2017.
Under the proposed transaction, the Paragon Group will contribute all the PID companies shares and will see itself issued by ASK in remuneration1:
- 45,706,119 new ordinary shares of ASK;
- 10,000,000 bonds convertible into ordinary shares of ASK with a nominal value of € 1 each, therefore an obligation issue of €10m;
- 10,000,000 non-convertible bonds of the Company with a nominal value of € 1 each, therefore an obligation issue of €10m;
- Cash payment of € 106.4.
The above will result in the Paragon Group, holding 77.5% of the shares and the voting rights of ASK, on a fully diluted basis. The table below details the shareholding structure of ASK after the completion of the operation:
|Shares||% Shares||Votign rights||% Voting rights|
|Grenadier Holdings (Paragon Group Ltd.)2||45,706,119||78.42%||45,706,119||75.01%|
|LBO France Gestion||2,323,950||3.99%||3,735,061||6.13%|
|Other registered shareholders||68,996||0.12%||136,669||0.22%|
Creation of a European champion of identification solutions, with strong development ambitions
The proposed combination of the two companies will result in the creation of a leader in the identification and traceability market, with stronger industrial capacities in Europe, China and the USA.
The two entities are already well recognised as the market leaders in the mass transit & access control sectors. The merging of teams of renowned experts, with approximately 600 employees worldwide, will allow the group to further develop a very comprehensive offer, based on all secure exchange technologies, embedded in all types of media (passport, identity documents, smart tickets & labels, smart cards, smartphones).
The new combined group has a turnover of €110m (on a pro forma basis for the twelve months Ending 30 June 2016) with around €80 million in sales in Europe, €20 million in the United States and €10 million in the rest of the world.
This operation opens new prospects for both groups that have ambitions for development, both through organic and external growth, in new geographic areas or in the retail and banking sectors.
|General Meeting of shareholders||April 27, 2017|
ASK provides secure contactless solutions for sensitive applications linked to individuals. ASK has developed patented technology based on a unique silver printing process. It creates genuine solutions to the security and reliability challenges of its markets. ASK offers a full range of contactless solutions (cards and inlays – electronic covers and integrated antennas – for passports, tickets, terminals, software) and associated personalization services.
ASK's innovative technology and global organisation, with manufacturing plants in Europe -France-, Asia -China- and the United States, make it the reference player in secure contactless solutions for identity (e.ID) and transport markets. In e.ID, ASK has worked with the most demanding customers since 2006, providing inlays for US, UK, French, Philippine and other passports. In the transport market, ASK has strengthened its leadership position since 2001, supplying over 100 cities in 27 countries, including Atlanta, Chicago, London, Mexico City, Miami, Paris, Singapore, Sydney and Tel Aviv.
isin Code: FR0011980077
Ticker symbol: ASK
Number of issued shares: 10,149,398
For more information, see ASK-Contactless.com
Chief Executive Officer
Tel: +33 (0)4 97 21 48 56
|ACTUS finance & communication
Tel: +33 (0)1 53 67 36 92
|ACTUS finance & communication
Tel: +33 (0)1 53 67 36 73
1- The planned combination constitutes in a reverse takeover in line with ifrs 3 “Business Combinations”, thus and in line with the accounting standard following the transaction the legal Acquirer, ASK, will be treated as the acquired entity from an accounting stand point. As a result, the historical data to be presented as part of the new groups financial statements will be the data of the Paragon Identification Division.
2 - The holding after the operation of 77.5% of the shares was calculated on a fully diluted basis. The above table assumes that all securities indirectly giving access to the Company's capital will have been converted into shares prior to the Contribution Date, except for the 669,813 Share Options issued by the Company and Still exercisable. Thus, the percentage of ownership of Paragon Group's shares after the Contribution has been adjusted to take account of the absence of conversion of the said Share Options.