DJ Showroomprive.com: Success of the share capital increase
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Showroomprive.com
Showroomprive.com: Success of the share capital increase
21-Dec-2018 / 18:12 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Showroomprivé (the « Company » or « SRP Group ») announces today the success
of its share capital increase with shareholders' preferential subscription
rights launched on December 3rd, 2018 (the « Capital Increase »). This
Capital Increase for a gross amount of EUR39.5 million, issue premium
included, will result in the issuance of 15,817,000 new shares (the « New
Shares ») at a subscription price of EUR2.50 per New Share.
Proceeds from the Capital Increase will be used in particular to finance the
acquisition of the remaining 40% of Beautéprivée's share capital not yet
owned by Showroomprivé, for an estimated amount of between EUR20 and EUR25
million. This acquisition aims at strengthening the Group's leading position
in the high growth potential vertical of beauty and well-being which
complements the Group's traditional fashion offering.
The transaction will also finance, for an approximate amount of EUR5
million, the remaining part of the Group's logistics investment announced in
March 2018, allowing the partial in-sourcing of logistics and the generation
thereby of productivity gains and cost savings, with a positive EBITDA
impact of approximately EUR4 million by 2020.
Finally, this transaction will enable the Group to increase its financial
flexibility and will be used for general corporate purposes in the context
of the "2018-2020 Performance Plan".
David Dayan and Thierry Petit, co-founders and co-CEOs of Showroomprivé,
declare: "We would like to thank our shareholders, both individual and
institutional, for their ongoing support. The success of this capital
increase will enable us to strengthen our presence on the beauty vertical
and provide the company with additional financial means to implement the
"2018-2020 Performance Plan". We are proud of Carrefour's confidence, which
will continue to support us in the implementation of new projects and
commercial partnerships."
Following the subscription period, which ended on December 17th, 2018, the
final gross proceeds of the Capital Increase (issue premium included) amount
to EUR39,542,500 and result in the issuance of 15,817,000 New Shares, at a
subscription price of EUR2.50 per New Share. Total demand amounted to
EUR39.7 million, corresponding to a subscription rate of approximately
100.41%.
- 10,736,410 New Shares were subscribed on a non-reducible basis (à titre
irréductible), representing 67.88% of the New Shares to be issued; and
- Demand on a reducible basis (à titre réductible) accounted for 5,144,726
New Shares, and will therefore be partially allocated for an amount of
5,080,590 New Shares, representing 32.12% of the New Shares to be issued.
In accordance with their commitments[1] and after the scale for allotment
has been applied, Ancelle Sàrl (controlled by Mr. David Dayan), TP Invest
Holding Sàrl (controlled by Mr. Thierry Petit) and Carrefour (through CRFP
20) have subscribed to the Capital Increase on an irreducible basis (à titre
irréductible) and on a reducible basis (à titre réductible) for amounts of
EUR11,075,690, EUR7,329,460 and EUR11,381,440 respectively, representing
4,430,276 New Shares (i.e., 28.01% of the New Shares to be issued),
2,931,784 New Shares (i.e., 18.54% of the New Shares to be issued) and
4,552,576 New Shares (i.e., 28.78% of the New Shares to be issued)
respectively.
After completion of the Capital Increase, the co-founders and co-CEOs, David
Dayan and Thierry Petit, and Carrefour will directly or indirectly hold
respectively 15.53%, 8.87%, and 20.52% of the share capital of the
Company[2].
Settlement and delivery of the New Shares and start of trading on the
regulated market of Euronext Paris (Segment B) will take place on December
28th, 2018. The New Shares will carry dividend rights (jouissance courante)
as from their issue date, and will entitle their holders to any dividends
declared by the Company from the date of issue. They will be, as from their
issue date, fully fungible with the Company's existing shares and will be
traded under the same ISIN code as the Company's existing shares (ISIN code
FR0013006558).
Following this Capital Increase, the share capital of the company will
amount to EUR2,024,576.08 and will consist of 50,614,402 shares with a
nominal value of EUR0.04 each.
Based on information available to date, the share capital of the Company
after the Capital Increase will be split as follows:
· Company's lock-up
The Company has agreed to a lock-up expiring 180 calendar days following the
settlement and delivery date of the New Shares, subject to certain customary
exceptions.
· Lock-up of main shareholders
Ancelle Sàrl, TP Invest Holding Sàrl, and Thierry Petit, and CRFP 20 have
each agreed to a lock-up expiring 180 calendar days following the settlement
and delivery date of the New Shares, subject to certain customary
exceptions.
· Information available to the public
The Company has published a French language prospectus (the "Prospectus"),
which has received the Autorité des marchés financiers ("AMF") visa n°18-543
on November 30th, 2018, comprising (i) the registration document (document
de référence) of the Company filed with the AMF on April 26th, 2018 under
number R. 18-029 and (ii) a securities note (note d'opération) (including a
summary of the prospectus).
Showroomprivé draws the public's attention to the risk factors included in
chapter 4 "Risk Factors" of the registration document, in section 6 "Group
Exposure to Financial Risks" of the interim financial report and in chapter
2 "Risk Factors" of the securities note (note d'opération).
Copies of the French language Prospectus are available free of charge at the
Company's headquarters, located at 1 rue des Blés, ZAC Montjoie, 93212 La
Plaine Saint-Denis. The French language Prospectus is also available on the
Company's website (www.showroomprivégroup.com) and on the AMF's website
(www.amf-france.org [1]).
ABOUT SHOWROOMPRIVE.COM
Showroomprivé.com is a leading European online retailer for the Digital
Woman. Showroomprivé offers a daily selection of more than 2,000 brand
partners via its mobile apps and website in France and eight other
countries.
Since its launch in 2006, the company has enjoyed quick and profitable
growth.
Showroomprivé is listed on Euronext Paris (code: SRP), and reported gross
turnover of over EUR900 million incl. VAT in 2017, and net sales of EUR665
million, up 21% over the previous year. The Group employs more than 1,150
people.
For more information: http://www.showroomprivegroup.com [2]
CONTACTS
Showroomprivé
Damien Fornier de Violet, Investor relations
investor.relations@showroomprive.net
Adeline Pastor, Communications Director
+33 1 76 21 19 46
adeline.pastor@showroomprive.net
Taddeo
Anne Charlotte Neau, Consulting Director
+ 33 (0)1 83 97 41 48
anne-charlotte.neau@taddeo.fr
This press release and the information it contains does not constitute an
offer to sell or purchase, or a solicitation of an offer to sell or
purchase, securities in any country or jurisdiction.
No communication or information relating to the capital increase or to SRP
Group may be distributed to the public in any jurisdiction in which
registration or approval is required. No action has been (or will be)
undertaken in any jurisdiction outside of France where such steps would be
required. The subscription for or purchase of securities of SRP Group may be
subject to legal or regulatory restrictions in certain jurisdictions. SRP
Group assumes no responsibility for any violation of such restrictions by
any person. The distribution of this press release in certain jurisdictions
(MORE TO FOLLOW) Dow Jones Newswires
December 21, 2018 12:13 ET (17:13 GMT)
may be restricted by law.
This press release does not constitute a prospectus within the meaning of
Directive 2003/71/EC, issued by the European Parliament and the European
Council on November 4, 2003, as amended by Directive 2010/73/UE, insofar as
this Directive has been transposed in the concerned Member States of the
European Economic Area (jointly referred to as the "Prospectus Directive").
This press release constitutes an advertisement.
In France, an offer of securities to the public may only be carried out by
virtue of a prospectus that has received a visa from the Autorité des
marchés financiers. With respect to each member State of the European
Economic Area (the "Member States") other than France that have transposed
the Prospectus Directive, no action has been undertaken or will be
undertaken to make an offer to the public of securities requiring a
publication of a prospectus in any Member State. As a result, the securities
may not and have not been offered in any Member State (other than France),
except pursuant to Article 3(2) of the Prospectus Directive, to the extent
transposed by such Member State, or under other circumstances not requiring
SRP Group to publish a prospectus pursuant to the Prospectus Directive
and/or the applicable regulations in such Member States. For the purposes of
this paragraph, the term "offer to the public" in relation to any securities
in a given Member State means the communication in any form and by any
means, of sufficient information about the terms and conditions of the offer
and the securities so as to enable an investor to make a decision to buy or
subscribe for the securities, as the same may be varied in that Member
State.
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 transaction
mentioned herein is only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire securities 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 does not constitute an offer to sell securities in the
United States or in any other jurisdiction. Securities may not be sold in
the United States absent registration or exemption from registration under
the U.S. Securities Act of 1933, as amended. SRP Group has not registered
the offer or part of the offer in the United States or made a public offer
of its securities in the United States of America. The securities of SRP
Group have not been and will not be registered under the U.S. Securities
Act, and SRP Group does not intend to make a public offer of its securities
in the United States of America.
The distribution of this press release in certain countries may be
prohibited under applicable law. The information in this press release does
not constitute an offer of securities in Canada, in Australia, or in Japan.
This press release may not be published, transmitted or distributed,
directly or indirectly, in the United-States (including its territories and
possessions and any State of the United States), Australia, Canada, or
Japan.
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[1] Taking notably into account the acquisition of 52,707 preferential
subscription rights of Miss Aurélie Dayan by Ancelle Sàrl for a symbolic
price of EUR1.00.
[2] It is recalled that threshold crossings resulting from this operation
benefit from an exemption decision from the obligation to file a mandatory
public tender offer (cf. AMF decision 218C1924 of December 3rd, 2018).
Regulatory filing PDF file
Document title: PR - Success of the share capital increase
Document: http://n.eqs.com/c/fncls.ssp?u=XWOJVSAQLV [3]
Language: English
Company: Showroomprive.com
1, rue des Blés - ZAC Montjoie
93210 La Plaine Saint-Denis
France
Internet: showroomprive.com
ISIN: FR0013006558
AMF Category: Other news releases
End of Announcement EQS News Service
761763 21-Dec-2018 CET/CEST
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=ed80b2c1b904364f9fbd568bcbe0473b&application_id=761763&site_id=vwd&application_name=news
2: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=268a2ca42fcd9b9279ba2559c23bccad&application_id=761763&site_id=vwd&application_name=news
3: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=7205adca37d1377c87ffe03023fadcb9&application_id=761763&site_id=vwd&application_name=news
(END) Dow Jones Newswires
December 21, 2018 12:13 ET (17:13 GMT)
