PRESS RELEASE
Lesquin,
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities and the offer of Nacon shares in the concurrent accelerated bookbuilding and of the offer of the exchangeable bonds by
of
exchangeable into shares of NACON
The Bonds, with a denomination of
The Bonds will be exchangeable from and including the Issue Date (as defined below) to and including the 51st business day prior to the maturity date or, in the event of early redemption at the option of the Issuer, the 10th business day preceding the relevant redemption date. Upon exchange, the Issuer will have the flexibility to pay an amount in cash, settle in shares of the Company or a combination thereof. The exchange price will be subject to customary adjustments pursuant to the terms and conditions of the Bonds (the “Terms and Conditions”).
The Bonds may be redeemed prior to maturity at the option of the Issuer and at the option of the bondholders under certain conditions. In particular, the Issuer will have the option to redeem all, but not only some, of the Bonds outstanding at the Accreted Redemption Amount plus accrued but unpaid interest in accordance with the Terms and Conditions (i) at any time on or after 11th
Upon a Change of Control of the Issuer or the Company, a Free Float Event or a Delisting of the shares of the Company (as these terms are defined in the Terms and Conditions), any bondholder will have the option to require the Issuer to redeem all or some of its Bonds at the Accreted Redemption Amount plus accrued but unpaid interests.
On the Issue Date, the Bonds will be unsecured. The Issuer has undertaken that the bondholders will benefit, within a period not exceeding 60 calendar days from the Issue Date of the Bonds (the “Long Stop Date”), from a pledge on Nacon shares representing at all times 200% of the number of shares underlying the Bonds. If the pledge of the shares is not entered into in this timeframe, any bondholder will have the option to require the Issuer to redeem all or some of its Bonds at the greater of (i) the Accreted Redemption Amount and (ii) the Fair Bond Value of the Bonds (as defined in the Terms and Conditions), in any case with accrued but unpaid interest.
The proceeds from the issue of the Bonds will be used (i) to finance organic growth, and/or (ii) for potential acquisitions and/or (iii) in order to finance the share buyback program of the Issuer.
Bigben currently directly holds 76.67% in Nacon.
To the best of the Issuer’s knowledge, its main shareholders will not participate in the offering of Bonds or in the Concurrent Accelerated Bookbuilding (as defined below).
The Bonds will be offered by way of an accelerated bookbuilding process to institutional investors outside
Settlement of the offering of Bonds and the Concurrent Accelerated Bookbuilding is expected to take place on or around 19th
The Issuer will agree to a lock-up on the Nacon shares it owns as of today and for 180 calendar days following the Issue Date, subject to customary exemptions, the agreement of the joint global coordinators and joint bookrunners or the shares made available as part of the pledge of securities account.
Concurrent Accelerated Bookbuilding
The joint global coordinators and joint bookrunners will organize a concurrent accelerated bookbuilding of existing shares of the Company to facilitate hedging for certain subscribers of the Bonds (the “Concurrent Accelerated Bookbuilding”). The number of shares of the Company sold as part of the Concurrent Accelerated Bookbuilding is estimated not to exceed 3,5 million shares. A stock loan facility will be made available by the Issuer to BNP Paribas Arbitrage SNC, an affiliate of BNP Paribas SA, which will then on-lent those shares to the subscribers of the Bonds willing to hedge their exposure over the Nacon shares resulting from the Bonds. Stock loans may be for up to 10.5% of Nacon’s share capital. The Issuer will not receive any proceeds from any sale of Nacon shares made pursuant to the Concurrent Accelerated Bookbuilding.
The final terms and conditions of the Bonds and the price of the Company’s shares sold in the Concurrent Accelerated Bookbuilding are expected to be announced later today.
Important information
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities to any person in
About
Company listed on Euronext Paris, compartment B – Index: CAC Mid & Small – Eligible SRD long
ISN: FR0000074072; Reuters: BIGPA; Bloomberg: BIGFP
Contact
Shareholders Relations –
Disclaimer
This press release may not be released, published or distributed, directly or indirectly, in or into
No communication or information relating to the offering of the Bonds or the Concurrent Accelerated Bookbuilding of existing shares of the Company by the joint global coordinators and joint bookrunners may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance by the Issuer or the subscription of the Bonds and the Concurrent Accelerated Bookbuilding of existing shares of the Company by the joint global coordinators and joint bookrunners may be subject to legal and regulatory restrictions in certain jurisdictions; none of
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). This press release is not an offer to the public other than to qualified investors, or an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including
The Bonds have been offered only by way of an offering in
Prohibition of sales to European Economic Area retail investors
No action has been undertaken or will be undertaken to make available any Bonds to any retail investor in the European Economic Area. For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
- a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
- a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
- not a “qualified investor” as defined in the Prospectus Regulation; and
(b) the expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Bonds.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPS Regulation.
Prohibition of sales to
No action has been undertaken or will be undertaken to make available any Bonds to any retail investor in the
(a) the expression retail investor means a person who is one (or more) of the following:
- a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (“EUWA”); or - a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
- not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and
(b) the expression an “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Bonds.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “
MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
The Bonds have not been and will not be offered or sold or cause to be offered or sold, directly or indirectly, to the public in
This press release is addressed and directed only (i) to persons located outside the
This press release is not a prospectus which has been approved by the
This press release may not be released, published or distributed in or into
The Bonds may not and will not be offered, sold or purchased in
The distribution of this press release in certain countries may constitute a breach of applicable law.
Attachment
- EUI_1208837682_12_BACON_Launch Press Release_ENG (cleanup)
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