The shareholders of ASK (Euronext Paris - FR0011980077 - ASK), a specialist in secure contactless solutions, approved by 100% at its April 27th General Meeting the strategic merger of ASK with the Identification and Traceability division of the Paragon Group. Under the terms of the merger Paragon Group will contribute to ASK the shares of the companies making up the “Paragon Identification” division (PID), as previously announced on 26th October 2016.
The combination of the two companies, as now agreed, results in the creation of a leader in the identification and traceability market, with strong industrial capacities in Europe, China and the USA.
The two entities are already well recognised as market leaders in mass transit & access control sectors. The merging of teams of renowned industry experts, with approximately 600 employees worldwide, allows the group to further develop a comprehensive offer, based on all secure exchange technologies, embedded in all types of media including: passports, identity documents, smart tickets & labels, smart cards, smartphones and bank cards.
The new combined group has a turnover of approximately €110 million (on a proforma basis for the twelve months ending 30th 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 merger creates new opportunities for the future, with strong ambitions for development, both through organic and acquisitive growth, in new geographic areas and market sectors.
The company intends to change its name to Paragon ID. This new identity will be proposed to the vote during next General Assembly
An investor meeting (SFAF), presenting the new combined group structure and its ambitions, will be held on Tuesday, May 16th 2017.
Reminder of the main details of the merger
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 30th March 2017. The document is available for inspection on ASK's website. Additionally, the takeover exemption approval was obtained from the AMF on the 29th March 2017.
Under the proposed transaction, the Paragon Group will deliver all the PID companies shares; in return ASK will deliver the following:
- 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 payement of € 106.4.
As part of this transaction, the valuation of the ASK shares delivered to Paragon Group Ltd. has been fixed at 1.92672 € per share. This will result in the Paragon Group holding 77.5% of the shares of ASK, on a fully diluted basis. The table below details the shareholding structure (non-diluted basis) of ASK the day after completion of this operation:
| Shares | % Shares | Voting rights | % Voting rights | |
| Grenadier Holdings (Paragon Group Ltd.) | 45,706,119 | 78.42% | 45,706,119 | 75.01% |
| LBO France Gestion | 2,323,950 | 3.99% | 3,735,061 | 6.13% |
| Equimax Investissements | 1,157,420 | 1.99% | 2,170,495 | 3.56% |
| Bluesky Capital | 149,309 | 0.26% | 277,142 | 0.45% |
| Philippe Geyres | 30,000 | 0.05% | 60,000 | 0.10% |
| Employees | 440 | - | 880 | - |
| Other registered shareholders | 68,996 | 0.12% | 136,669 | 0.22% |
| Floating | 8,845 590 | 15.18% | 8,845,590 | 14.52% |
| Total | 58,281,824 | 100.00% | 60,931,956 | 100.00% |
Evolution of governance
The General Meeting on April 27th approved the nomination of Lis Astall as independent administrator. The Board of Directors of ASK held a Board Meeting 28th April 2017 and noted the following agreed changes to the composition of the Board.
Resignation: Philippe Geyres, Bluesky Capital, represented by Michel Desbard and Equimax Investments Ltd., represented by Terrence Annamunthodo.
Appointments: John Rogers and Dominique Durant des Aulnois.
The Board of Directors of ASK is now composed of the following 4 members:
- John Rogers, Chairman of the Board of Directors;
- Lis Astall, independent administrator;
- LBO France Gestion, represented by Valery Huot, administrator;
- Dominique Durant des Aulnois, administrator.
Noting that the transaction was now completed, the Board requested the ceo to initiate the full merger of operations and to prepare, as soon as possible, an integration plan to include organisational, commercial, industrial and communication requirements.
Agenda
| Event | Date |
| Investor meeting (SFAF) | May 16, 2017 |
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 is calculated on a fully diluted basis. At the date of this present press release, all securities indirectly giving access to the Company's capital have been converted into shares prior to the Contribution Date, except for the 669,813 Share Options issued by the Company and Still exercisable. For this reason, the percentage of ownership of Paragon Group's shares is different of 77.5% in the absence of conversion of the said Share Options.
About ASK
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.
Name: ASK
isin Code: FR0011980077
Ticker symbol: ASK
Number of issued shares: 58,281,824
For more information, see ASK-Contactless.com
Contacts
| ASK Chief Executive Officer Julien Zuccarelli Tel: +33 (0)4 97 21 48 56 investisseur@ask.fr |
ACTUS finance & communication Investor relations Mathieu Omnes Tel: +33 (0)1 53 67 36 92 momnes@actus.fr |
ACTUS finance & communication Press relations Jean-Michel Marmillon Tel: +33 (0)1 53 67 36 73 jmmarmillon@actus.fr |
About Paragon Group Ltd.
Paragon Group Ltd is a leading international organisation in Document, Marketing, Identification and Traceability solutions.
Present in 12 countries, Paragon Group Ltd has a global sales reach with a €400 million turnover and close to 4,000 employees. The Group has more than doubled in size in the past three years and grown by 27% in 2016 (Financial Year ending 30 June 2016). Mr Patrick J. Crean, Chairman and Group CEO is the main shareholder with 77,3% of the Group. The remaining ownership is shared between the other members of the board of directors.
The Identification division of the Paragon Group (PID) specialises in access and traceability solutions powered by Radio Frequency Identification (RFID), Digital and Near Field Communication (NFC) technologies. The division supplies smart tickets, labels and tags to worldwide clients in diverse markets including public transport, manufacturing, logistics and retail.
The division employs 350 staff and has a turnover of €79 million (financial year ending 30 June 2016) with an ebitda of more than 10%.
Contacts
| Paragon Group Ltd. Head of Marketing Conor Evers Tél.: +353 1 293 81 00 |
Identification division Director Dominique Durant des Aulnois Tél. : +33 (0)2 48 81 61 00 |
