This press release may not be distributed directly or indirectly in the United States, Canada, Australia or Japan.
Following its signature of an agreement to acquire Goldcar, a major European low-cost car rental company with a strong footprint in Spain and Portugal and significant know-how in the implementation of an efficient and low-cost model, Europcar Groupe (Paris:EUCAR) announces today the launch of a capital increase through the issuance of ordinary shares, without preferential subscription rights, via a private placement. The capital increase will result in the issuance of a maximum of 14,613,270 new ordinary shares, or approximately 10% of Europcar Groupe's share capital.1
Europcar Groupe intends to use the proceeds of the capital increase to bolster its share capital and enable it to maintain an efficient and robust capital structure in the context of financing its external growth strategy, in particular completing targeted acquisitions, including the planned acquisitions of Buchbinder and Goldcar. Assuming the completion of the acquisition of Goldcar and the contemplated capital increase, Europcar Groupe expects its pro forma2 ratio of corporate net debt to adjusted corporate EBITDA to be less than 3x at the end of 2017.
The transaction consists of a private placement exclusively to qualified and institutional investors in and outside of France (but not in Canada, Australia or Japan) pursuant to articles L. 225-136 of the French Commercial Code and L. 411-2 II of the French Monetary and Financial Code. The transaction will be carried out with a waiver of preferential subscription rights, pursuant to the delegation of authority granted to the Board of Directors under the 22nd and 23rd resolutions of the General Shareholders' Meeting of May 10, 2017.
Eurazeo, which currently holds 41.43% of Europcar Groupe's share capital, has indicated that it intends to subscribe for new ordinary shares in the capital increase for a total amount of approximately €40 million.
Eurazeo has agreed with the Global Coordinators for the contemplated transaction that it will not sell or transfer its shares of Europcar Groupe for 90 days. In addition, Europcar Groupe has agreed with the Global Coordinators that it will not sell or transfer its shares (other than those sold in the contemplated capital increase) for a period of 120 days, subject to customary exceptions.
Goldman Sachs International and Société Générale Corporate Investment Banking are Global Coordinators, Joint Lead Managers and Joint Bookrunners for the capital increase and will backstop the transaction; this backstop does not constitute a firm underwriting (garantie de bonne fin) within the meaning of article L. 225-145 of the French Commercial Code. Rothschild is acting as financial adviser to Europcar Groupe.
1 Calculated based on a total share capital of 146,132,712 shares as of the date of this press release.
2 On a pro forma basis including acquisitions (Danish franchise, Buchbinder and Goldcar) announced since January 1, 2017.
The private placement will be carried out via an accelerated book-building, beginning immediately, that will determine the number of ordinary shares to be issued and their subscription price.
The subscription price and the number of new ordinary shares to be issued will be communicated by Europcar Groupe no later than June 21, 2017 and, in any event, as soon as possible following the completion of the book-building process for orders of new ordinary shares.
The closing date for the new ordinary shares issued in the capital increase is expected to be on June 23, 2017.
This press release does not constitute an invitation to subscribe for shares of Europcar Groupe and the offering of any new ordinary shares does not constitute a public offering in any country or jurisdiction.
Information available to the public
The transaction described herein will not be the subject of a prospectus receiving a visa from the French Autorité des marchés financiers (the "AMF"). Detailed information on Europcar Groupe relating to its business, results of operations, financial condition and prospects, as well as risk factors related thereto, are included in its 2016 Registration Document (document de référence) registered by the AMF on April 12, 2017 under the number R.17-015. The 2016 Registration Document can be found, together with other regulated information and Europcar Groupe's press releases, on Europcar Groupe's website (www.europcar-group.com). Europcar Groupe draws investors' attention to the risk factors included in Chapter 2 of 2016 Registration Document. If one or more of such risks were to materialize, this could have a material adverse effect on the business, financial condition or results of Europcar Groupe or on its ability to meet its targets.
About Europcar Group
Europcar Group is listed on Euronext Paris. Europcar is the European leader in vehicle rental service and is also a major player in mobility markets. Active in more than 130 countries and territories, including nine subsidiaries in Europe and two in Australia and New Zealand, Europcar serves customers through an extensive vehicle rental network comprised of its wholly-owned subsidiaries as well as sites operated by franchisees and partners. The group operates mainly under the Europcar®, InterRent® and Ubeeqo® brands. Customer satisfaction is at the heart of the group's mission and all of its employees, this commitment fuels the continuous development of new services. The Europcar Lab, based in Paris, was created to better grasp tomorrow's mobility challenges through innovation and strategic investments, such as Ubeeqo, E-Car Club or Brunel.
Further details on our website :
This press release does not constitute a public offer to sell or purchase, or a public solicitation of an offer to sell or purchase, securities in any country or jurisdiction.
This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities in France. Securities mentioned in this press release may not be and will not be offered to the public in France, and may only be offered to qualified investors, as defined in, and in accordance with articles L. 411-2 and D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The private placement mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein.
This press release has been prepared on the understanding that the offer of securities referred to herein in any Member State of the European Union or the members of the European Economic Area Agreement who have transposed the Prospectus Directive (each, a "Concerned Member State") will not require the publication of a prospectus in any Concerned Member State, and no action has been nor will be undertaken to allow the public offering of securities requiring the publication of a prospectus in any Concerned Member State. As a result, any person offering or intending to offer, in any Concerned Member State, the securities that are the subject of the private placement described herein may not do so except in a manner that will not create any obligation on the part of Europcar Groupe or the Global Coordinators, Joint Lead Managers and Joint Bookrunners mentioned herein to publish a prospectus with respect to such offer under Article 3 of the Prospectus Directive, as modified by Prospectus Directive Amendment 2010/73/UE. Neither Europcar Groupe nor any of the Global Coordinators, Joint Lead Managers and Joint Bookrunners has authorized, nor will authorize, any offer of the securities mentioned referred to herein in circumstances that would result in the obligation on the part of Europcar Groupe or any of the Global Coordinators, Joint Lead Managers and Joint Bookrunners to publish a prospectus in connection with such offer.
This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended.
This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities of Europcar Groupe in the United States of America. Securities may not be offered, subscribed or sold in the United States of America 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 securities of Europcar Groupe have not been and will not be registered under the U.S. Securities Act and Europcar Groupe does not intend to make a public offer of its securities in the United States of America.
The diffusion of this press release in certain countries may be prohibited under applicable law. This press release may not be published, transmitted or distributed, directly or indirectly, and does not constitute an offer of securities, in the United States (including in the territories and dependencies and in any State of the United States), in Canada, in Australia, or in Japan.
In connection with the private placement described herein, each of Goldman Sachs International and Société Générale Corporate Investment Banking and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any securities of Europcar Groupe and in that capacity may retain, purchase or sell for their own account securities of Europcar Groupe. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of securities of Europcar Groupe. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Goldman Sachs International and Société Générale Corporate Investment Banking are acting solely on behalf of Europcar Groupe, exclusively in connection with the private placement described herein, and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the securities of Europcar Groupe.
Neither Goldman Sachs International nor Société Générale Corporate Investment Banking, nor any of their respective officers, directors, advisors or employees will be liable for, nor make any representation or warranty as to, the completeness or accuracy of the information contained in this press release (including in the event of the omission of information from this press release) or any other information about Europcar Groupe, its subsidiaries or affiliates, or any loss resulting from the use of this press release, its contents, or otherwise.
Europcar Press relations
+33 1 30 44 98 82
+33 1 86 21 51 56 or +33 1 86 21 50 38
Europcar Investor relations
+33 1 30 44 91 44