Capital increase of €43.7m, which may be increased to a maximum of €50.3m if the over-allotment option is exercised
- 4.2 times over-subscribed Total demand of €160m
- Capital increase of €43.7m, which may be increased to a maximum of €50.3m if the over-allotment option is exercised
- Initial public offering price set at €8.75 per share (as middle of indicative price range)
- Market capitalisation of around €149m (on a fully diluted basis)1
- Start of trading on Friday June 22 in the form of undertakings to deliver shares ("promesses d'actions
Regulatory News:
2CRSI (Paris:2CRSI) (the "Company"), manufacturer of very high-performance servers, is pleased to announce the resounding success of its initial public offering on the Compartment C of the regulated market Euronext in Paris ("Euronext Paris
The initial public offering will allow the Company to carry out a capital increase of €43.7m after the extension clause is exercised in full, which may be increased to €50.3m if the over-allotment option is exercised in full. At its meeting today, the Board of Directors set the initial public offering price at €8.75 per share, as middle of the indicative price range.
"We are very pleased with the resounding success of our initial public offering, which makes it the largest since the beginning of the year on the Euronext regulated market in Paris. A total of more than 80 French and European institutional investors, as well as a large number of individual shareholders, have placed their trust in us by investing in 2CRSI, a technology group at the heart of the data revolution, on a path of very profitable growth. I would also like to thank all of my teams, without whom none of this would have been possible," comments Alain Wilmouth, CEO and co-founder 2CRSI.
The Offer encountered a very high level of demand and was 4.2 times2 over-subscribed at the initial public offering price. The cash subscription offer placed by Alain Wilmouth via the company Holding Alain Wilmouth was served in the amount of €199,999, representing 22,857 ordinary shares.
_______________
1 if the over-allotment option is exercised, taking into account the conversion of the 3,500,000 ADP 2017 into ordinary shares of the Company at a conversion rate of one ADP 2017 for one ordinary share, based on the low end of the indicative price range.
2 On the basis of the Offer before the extension clause and the over-allotment option.
4,994,287 new shares were allocated within the framework of the Offer before exercise of the over-allotment option:
- 4,560,002 new shares allocated within the framework of the Global Placement ("Global Placement"), representing €39.9m, equal to 91.3% of the total number of shares allocated; and
- 434,285 new shares allocated within the framework of the Open Price Offer ("OPO", together with the Global Placement, the "Offer"), intended primarily for retail investors, representing €3.8m, equal to 8.7% of the total number of shares allocated.
Within the framework of the OPO, A1 and A2 orders will be 100% and 6.39% served respectively.
On the basis of the initial public offering price of €8.75 per share and the issuing of 4,994,287 new shares, which may be increased to 5,743,430 new shares if the over-allotment option is exercised in full, 2CRSI's market capitalisation (on a fully diluted basis)3 will amount to around €149m after the capital increase and may be increased to €155m if the over-allotment option is exercised in full.
The number of new shares may, if applicable, be increased by a maximum of 749,143 additional new shares if the Over-allotment Option granted to Natixis, acting on behalf of the Joint Lead Managers and Joint Bookrunners, is exercised within the framework of the Offer between the date of this press release and July 20, 2018, which would bring the amount of the Offer to €50.3m.
Trading of shares will begin on June 22, 2018, in the form of undertakings to deliver shares ("promesses d'actions") under the listing line entitled "2CRSI Promesses" up to the settlement-delivery date inclusive, scheduled on June 25, 2018.
The shares will then be traded in Compartment C of the Euronext Paris regulated market on a single trading line entitled "2CRSI" (ISIN code: FR0013341781; ticker: 2CRSI) once trading opens on June 26, 2018.
A liquidity agreement with Portzamparc Groupe BNP Paribas will be implemented at the end of any stabilisation period, i.e. on July 21, 2018.
Timetable
June 22, 2018 |
| |
June 25, 2018 |
| |
June 26, 2018 |
| |
July 20, 2018 |
|
_______________
3 Taking into account the conversion of the 3,500,000 ADP 2017 into ordinary shares of the Company at a conversion rate of one ADP 2017 for one ordinary share, based on the low end of the indicative price range.
Identification codes for 2CRSI shares
- Name: 2CRSI
- ISIN code: FR0013341781
- Ticker: 2CRSI
- Compartment: Euronext Paris (Compartment C)
- Business sector: IT equipment
Financial intermediaries
NATIXIS BEYOND BANKING | Portzamparc GROUPE BNP PARIBAS | ||||
Global Coordinator Joint Lead Manager and Joint Bookrunner | Joint Lead Manager and Joint Bookrunner |
Ownership of share capital and voting rights
After the extension clause is exercised in full and before the over-allotment option is exercised, the Company's share capital and voting rights are divided as follows:
Shareholders | Number of | Percentage | Share category | Number of | Percentage of | ||||||
Holding Alain | 6,856,177 | 40.3%(2) | ordinary shares | 13,689,497 | 53.7%(2) | ||||||
Amundi PME ISF 2017 | 1,909,100 | 11.2% | ADP 2017 | 1,909,100 | 7.5% | ||||||
Audacia ISF | 1,590,900 | 9.4% | ADP 2017 | 1,590,900 | 6.2% | ||||||
Michel Wilmouth | 850,000 | 5.0% | ordinary shares | 1,700,000 | 6.7% | ||||||
Alain Wilmouth | 816,670 | 4.8% | ordinary shares | 1,633,340 | 6.4% | ||||||
Audacia(3) | 10 | 0.0% | ordinary shares | 10 | 0.0% | ||||||
Free float | 4,971,430 | 29.3% | ordinary shares | 4,971,430 | 19.5% | ||||||
Total | 16,994,287 | 100% | 25,494,277 | 100% |
(1) Company held directly 100% by Alain Wilmouth.
(2) Does not take into account Holding Alain Wilmouth's purchase option over the ADP 2017 from January 1, 2023 until March 31, 2023. The table setting out the shareholding after the Offering take into account the fungibility (in compliance with the provisions of Article. L.233-9 I. 4° of the French Code de commerce) with the ordinary shares held by Holding Alain Wilmouth of the 3,500,000 ADP 2017 currently held by Audacia funds and over which Holding Alain Wilmouth holds a purchase option exercisable between January 1 and March 31, 2023.
(3) Ten (10) shares held by Audacia as representative of holders (représentant des porteurs) of the preference shares ADP 2017 are subject to a share lending transaction with Holding Alain Wilmouth. Once its role of representative of the holders (représentant des porteurs) ends, Audacia will have to restore the lent shares upon first demand.
Availability of the Prospectus
Copies of the prospectus, consisting of the reference document registered on May 28, 2018 under number I.18-044, an securities note and a summary of the prospectus (included in the securities note), approved by the AMF on June 8, 2018 under number 18-233 for the Offering and listing of 2CRSI shares on the regulated market of Euronext in Paris are available free of charge on demand from 2CRSI (32 rue Jacobi-Netter 67200, Strasbourg, France) and on the websites of the company (www.2crsi.fr) and the AMF (www.amf-france.org).
Risk Factors
2CRSI draws investors' attention to Chapter 4 "Risk factors" of the reference document and Chapter 2 of the securities note.
About 2CRSI
Based in Strasbourg, and with subsidiaries in Manchester, Dubai and San Jose at the heart of America's Silicon Valley, 2CRSI specialises in the design and manufacturing of very high-performance computer servers. The Group already has more than 100 customers in 25 countries, to whom it has supplied innovative processing, storage and data transfer solutions. In 2017, the 2CRSI Group had consolidated revenue of €31m, an increase of 169%, with an EBITDA margin rate of 7.3%. It currently employs more than 130 persons.
For more information: www.2crsi.fr
Disclaimer
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offering.
The distribution of this announcement 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.
This announcement is an advertisement 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 or will be undertaken to make an offering to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the securities may not and will not be offered in any relevant member State other than France 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 2CRSI 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 "offering to the public" in relation to any securities 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 securities to be offered, thereby enabling an investor to decide to purchase or subscribe for the securities, 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.
This announcement may not be distributed, directly or indirectly, in or into the United States of America. This announcement is not an offering of securities for sale nor the solicitation of an offering to purchase securities in the United States of America or any other jurisdiction where such offering may be restricted. Securities may not be offered or sold in the United States of America absent registration under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration. The securities of 2CRSI have not been and will not be registered under the U.S. Securities Act, and 2CRSI does not intend to make a public offering of its securities in the United States of America.
This announcement is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person other than a Relevant Person should not act or rely on this document or any of its content.
Any investment decision to buy securities must be made solely on the basis of publicly available information regarding 2CRSI.
This document may not be distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan.
Natixis, acting in its name and on its behalf and on behalf of Portzamparc as Stabilization Agent, may, for a period of 30 days following the date of public disclosure of the Offering Price (i.e., on a provisional timetable to [20 July] 2018 inclusive) (but not under any circumstances), in accordance with the applicable laws and regulations, in particular those of Delegated Regulation No 2016/1052 of the European Commission of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council and concerning the conditions applicable to buyback programs and stabilisation measures, to carry out stabilisation transactions in order to stabilise or support the price of 2CRSI's shares on the regulated market of Euronext Paris. In accordance with Article 7 of Delegated Regulation No 2016/1052 of the European Commission of 8 March 2016, stabilisation transactions may not be carried out at a price higher than the Initial Public Offering Price (i.e. €8.75). Such interventions may affect the price of the shares and may result in the determination of a higher market price than would otherwise prevail. Even if stabilisation transactions were carried out, Natixis could, at any time, decide to discontinue such transactions. The competent market authorities and the public will be informed in accordance with Article 6 of the abovementioned Regulation.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer"(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares offered in the Offering (the "Offered Shares") have been subject to a product approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment for any particular client of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
THIS PRESS RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
View source version on businesswire.com: https://www.businesswire.com/news/home/20180621006196/en/
Contacts:
2CRSI
Nathalie Lauer, +33 (0)1 68 41 10 60
Chief Financial Officer
investors@2crsi.com
or
NewCap
Investor Relations
Julien Perez Mathilde Bohin, +33 (0)1 44 71 98 52
2crsi@newcap.eu
ou
NewCap
Media Relations
Nicolas Merigeau, +33 (0)1 44 71 94 98
2crsi@newcap.eu