This press release may not be distributed directly or indirectly in the United States, Canada, Australia or Japan.
Europcar Groupe (Paris:EUCAR) announces today the successful completion of its capital increase through a private placement of shares with qualified and institutional investors in France and internationally that was launched yesterday, in an accelerated book-building.
Europcar Groupe placed 14,612,460 new ordinary shares1 at a price per share of €12.00, including share premium, for a total of €175,349,520, representing approximately 10% of Europcar Groupe's ordinary shares pre-capital raise.
The new ordinary shares will be fully fungible with the existing ordinary shares of Europcar Groupe. They will be admitted to listing on the regulated market of Euronext Paris in the same department as existing Europcar Groupe ordinary shares under the ISIN code FR0012789949. Settlement for the new ordinary shares and their admission to listing on Euronext Paris are expected to take place on June 23, 2017.
Eurazeo subscribed for 2,500,000 new ordinary shares in connection with the capital increase, and will hold 39.22% of the share capital of Europcar Groupe upon completion of the offering. In addition, Eurazeo has agreed with the Global Coordinators for the transaction to a lock-up of 90 days, subject to customary exceptions. Europcar Groupe agreed with the Global Coordinators for the transaction to a lock-up of 120 days, subject to customary exceptions.
The principle of the offering was authorized by Europcar Groupe's supervisory board on May 22, 2017. The transaction was decided by the Chairwoman of the Management Board pursuant to a delegation of authority from the Management Board, which was given during its meeting on June 20, 2017 pursuant to the delegation of authority granted to it by the 22nd and 23rd resolutions of the General Shareholders' Meeting of May 10, 2017. The subscription price of €12.00 per new ordinary share represents a discount of 3.23% compared to the closing price of the shares on Euronext Paris on June 20, 2017.
For informational purposes only, a shareholder who held 1% of the share capital of Europcar Groupe before the issuance of new ordinary shares would hold 0.91% of Europcar Groupe's share capital following the issuance.
Goldman Sachs International and Société Générale Corporate Investment Banking were Global Coordinators, Joint Lead Managers and Joint Bookrunners for the capital increase. Rothschild is acting as financial adviser to Europcar Groupe.
About Europcar Groupe
Europcar Groupe 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.
1 Representing less than 10% of Europcar Groupe's share capital as of the date of this press release, excluding outstanding preferred shares, or 146,124,626 outstanding ordinary shares.
Further details on our website: europcar-group.com
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.
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.
Europcar Press relations
Nathalie Poujol, +33 1 30 44 98 82
Elan Edelman, +33 1 86 21 51 56 or +33 1 86 21 50 38
Europcar / Investor relations
Olivier Gernandt, +33 1 30 44 91 44