Lyon, France, February 16, 2018, 6:00pm – Prismaflex International (Euronext Growth, FR0004044600, ALPRI) (“Prismaflex” or the “Company”), manufacturer of screen displays and provider of wide format digital printing solutions, announces the success of its capital increase without preferential subscription rights for an amount of € 1.8 million, by means of a private placement to a limited number of French institutional investors, pursuant to Article L.411-2 II of the French Monetary and Financial Code (code monétaire et financier).
The transaction, the principle of which was disclosed on January 9, 2018, when the Company announced the merger of Prismaflex USA and Anthem Displays, consists in the issuance of 115,000 new shares, i.e. 9.6% of the Company's existing share capital, at a price of € 16 per share, representing a 19.2% discount to the volume-weighted average of the last thirty opening prices preceding the pricing (i.e. € 19.81) and a 13.5% discount to the last closing price preceding that same date (i.e. € 18.50 on February 15, 2018).
The funds raised will be used to finance part of the acquisition cost of 50% of the share capital of the entity resulting from the merger of Prismaflex USA and Anthem Displays. The outstanding amount will be financed by bank debt.
Pierre-Henry Bassouls, ceo of Prismaflex International adds: “The success of this capital increase is a key step in the merger of Prismaflex USA and Anthem Displays. I would like to thank the institutional investors who want to support this strategic transaction for Prismaflex International by enabling it to strengthen its presence in the United States and accelerate its deployment in one of the main markets for LED displays. The Company is actively working to complete the transaction, after approval by the relevant authorities, by June 30, 2018.”
The Board of Directors, which has met on February 16, 2018, decided to issue the new shares pursuant to the delegation of authority granted under the 13th resolution of the extraordinary general meeting of the shareholders of the Company dated September 29, 2017, and in accordance with articles L. 225-136 of the French Commercial code (code de commerce) and L. 411-2 II of the French monetary and FINANCIAL code (code monétaire et financier).
On an illustrative basis, a shareholder holding 1% of Prismaflex's capital before the offering will now hold a stake of 0.91 %.
The new shares will have a par value of two euros each, carry dividend rights as from their issue date and be immediately fungible in all respects with the Company's existing shares. Settlement and delivery of the new shares and the new shares' admission to trading are expected to occur on February 20, 2018 on Euronext Growth.
The transaction is not subject to a prospectus to be approved by the French financial markets authority (Autorité des marchés financiers).
The Company has entered into a lock-up agreement towards Oddo BHF SCA ending 90 calendar days after the pricing of the offering, subject to certain customary exceptions.
Oddo BHF SCA acted as Sole Global Coordinator and Bookrunner.
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This announcement does not in any circumstances constitute a public offering nor an invitation to the public in connection with any offer.
The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The offer and sale of the Prismaflex International shares (the “Shares”) were carried out through a private placement to qualified investors, in accordance with Article L. 411-2 of the French Financial and Monetary Code (Code monétaire et financier) and other foreign applicable laws and regulations. There was no public offering in France or outside of France.
This announcement is published for information purpose only and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the “Prospectus Directive”).
With respect to the member States of the European Economic Area which have implemented the Prospectus Directive, no action has been undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State. As a result, the securities may not be offered in any relevant member State except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member State, or under any other circumstances which do not require the publication by Prismaflex International of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.
For the purposes of the provisions above, the expression “offer to the public” in relation to any Shares in any relevant member State, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Shares to be offered, thereby enabling an investor to decide to purchase or subscribe for the Shares, as the same may be varied in that relevant member State.
These selling restrictions with respect to relevant member States apply in addition to any other selling restrictions which may be applicable in the relevant member States.
The Shares have not been offered or sold or cause to be offered or sold, directly or indirectly, to the public in France. Any offer or sale of the Shares and distribution of any offering material relating to the Shares have been made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés) and/or a restricted circle of investors acting for their own account, as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French monetary and financial code (code monétaire et financier).
This document is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration. The Shares have not been and will not be registered under the Securities Act, and Prismaflex International does not intend to make a public offer of its securities in the United States of America.
Any investment decision to buy Shares must be made solely on the basis of publicly available information regarding Prismaflex International.
This document may not be distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan.