This press release may not be published, transmitted or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.
Boulogne-Billancourt, on April 24, 2017
Sequana announces the distribution of Antalis International shares to its shareholders on the basis of one Antalis International share for five Sequana shares held, i.e. approximately 18.36% of Antalis International share capital
The Board of Directors of Sequana, held on April 21, 2017 decided to propose to the general meeting on June 6, 2017, to distribute Antalis International shares to its shareholders for approximately 18.36% of the Antalis International share capital. Subject to the approval (visa) of the French Autorité des marchés financiers (AMF), this distribution will result in the admission to trading of the Antalis International shares on the regulated market of Euronext in Paris (“Euronext Paris”).
The listing of Antalis International forms part of the announcements MADE on February 15 and 16, 2017 and aims notably at ensuring the growth of Antalis International on its various markets, especially in the dynamic sectors of Packaging and Visual Communication. The listing will also provide Sequana with the FINANCIAL means necessary to conduct its business and to meet its obligations.
Mr. Pascal Lebard, ceo of Sequana, declared: “The listing of Antalis will allow Antalis to bring out its value and associate our shareholders to the success of a group, which is a leader on its markets and which has successfully demonstrated its ability to deliver strong results and to implement a diversifying strategy in higher margin business sectors of Packaging and Visual Communication”.
Mr. Hervé Poncin, COO of Antalis, declared: “The listing of Antalis is a key milestone in our group history. This transaction will give a new momentum to our team to keep implementing our strategy. It will strengthen our relationships with our customers and our suppliers thanks to an increased visibility and an enhanced positioning”.
The transaction remains subject to the approval of the combined shareholders general meeting to be held on June 6, 2017 and to the AMF visa.
Sequana will distribute to its shareholders up to 13,036,670 Antalis International shares, representing approximately 18.36% of the company's share capital.
Main terms of the transaction
The Antalis International shares will be distributed to Sequana shareholders, whose shares are recorded (enregistrement comptable) in their names at the end of the day preceding the date of the detachment of the distribution of Antalis International shares (the “record date”), on the basis of one Antalis International share for five Sequana shares.
The detachment of the distribution should take place shortly after the combined shareholders general meeting and will be subject of a public communication by Sequana with a minimum of 4 days' notice.
The Antalis International shares will be listed on Euronext Paris.
A shareholder who holds at the record date a total number of Sequana shares forming an exact multiple of five will not need to fulfil any additional formality.
Until the record date (inclusive), a shareholder who does not hold a total number of Sequana shares forming an exact multiple of five will have the possibility, either to buy on the market Sequana shares to obtain a multiple of five, or to sell the shares which do not form a multiple of five.
If a shareholder does not hold at the record date a total number of Sequana shares forming an exact multiple of five, its financial intermediary will automatically deal with the sale on the market of the rights representing fractional shares, and will pay the corresponding indemnity within a 30-day period from the settlement date of the Antalis International shares.
Antalis International is advised by Natixis on this transaction.
Indicative timetable of the transaction (subject to the approval of the AMF)
- Publication in BALO of the notice of meeting (avis de réunion) to the Sequana combined general meeting on June 6, 2017
- Publication in BALO of the notice convening the meeting (avis de convocation) to the Sequana combined general meeting on June 6, 2017
- Approval (visa) of the AMF on the prospectus for the admission of the Antalis International shares to trading on Euronext Paris
- Combined general meeting of Sequana shareholders deciding, in particular, on the contemplated distribution of Antalis International shares
D – 1
- Euronext notice relating to the admission to trading of the Antalis International shares
- Record date of the Sequana shares conferring entitlement to the attribution of Antalis International shares
- Detachment of the distribution of Antalis International shares
- Admission of the Antalis International shares to trading on Euronext Paris
D + 2
- Settlement and delivery of the Antalis shares
From D + 2 to D + 32
Payment of the net proceeds of the sales of the rights representing fractional shares.
All information relating to the listing of Antalis International through the distribution of Antalis International shares to Sequana shareholders will be available in the Sequana website (www.sequana.com).
Sequana (Euronext Paris: SEQ) is a major player in the paper industry, boasting leading positions in each of its two businesses:
- Antalis: European leader in the distribution of paper and packaging products, with around 5,600 employees based in 43 countries.
Arjowiggins: Global manufacturer of recycled and specialty papers, with around 2,800 employees.
Sequana reported sales of €3 billion in 2016 and employed some 8,500 people worldwide.
Antalis is the European leader and the first world's leading company (excl. the United States) in the professional distribution of Paper and Packaging solutions and one of the European's three leading distributors of Visual Communication products. With a €2.5 million revenue in 2016, the groups employs 5,600 people serving almost 130,000 customers, companies and printers, in 43 countries. Through its 118 distribution centers, Antalis performs more than 14,000 deliveries per day worldwide and distributed 1.5 million tons of paper in 2016.
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The distribution of this press release and the distribution of the shares of the Company may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Any purchase or subscription of shares of the Company should be made solely on the basis of the information contained in the prospectus issued by the Company.
European Economic Area
This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/EU to the extent such Directive has been transposed in the relevant member State of the European Economic Area (together, the “Prospectus Directive”).
With respect to member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the shares of the Company requiring a publication of a prospectus in any Member State. As a result, this press release may only be distributed in Member States:
a) to legal entities which are qualified investors, as defined in the Prospectus Directive;
b) to fewer than 150 natural or legal persons (other than qualified investors as defined by the Prospectus Directive) in each Member State; or
c) in circumstances falling within Article 3(2) of the Prospectus Directive,
and provided that no such situation referred to in (a) to (b) above shall require to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For these purposes, as defined in the Prospectus Directive, the expression an “offer to the public of the shares of the Company” in a relevant Member State, which has implemented the Prospectus Directive (as defined above), means any communication in any form and by any means of sufficient information on the terms of the offer of the Securities to be offered, so as to enable an investor to decide, as the case may be, to purchase or subscribe the shares of the Company, as the same may be varied in that Member State. This restriction applies in addition to any other restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.
United States of America
This press release does not constitute or form a part of any offer of Securities or solicitation to purchase or subscribe for Securities in the United States. Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The shares of the Company have not been and will not be registered under the U.S. Securities Act and the Company does not intend to make a public offer of its securities in the United States.
In the United Kingdom this press release is directed exclusively at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) persons who fall within Article 49(2)(A) to (D) of the Order, and (iii) persons to whom it may otherwise lawfully be communicated and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.
Canada, Australia and Japan
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