DJ Voyageurs du Monde to raise EUR130 million and welcomes Certares and Nov Tourisme as shareholders
Voyageurs du Monde
Voyageurs du Monde to raise EUR130 million and welcomes Certares and Nov Tourisme as shareholders
09-March-2021 / 17:46 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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Voyageurs du Monde to raise EUR130 million and welcomes Certares and Nov Tourisme as shareholders
Paris, 9 March 2021 (5.45 pm CEST)
The Voyageurs du Monde group, French market leader in tailor-made travel (Voyageurs du Monde and Comptoir des Voyages)
and adventure travel (Terres d'Aventure, Allibert Trekking and Nomade Aventure) (the "Company"), has announced the
signing of an investment agreement (the "Investment Agreement") between the Founders[1], Certares and Nov Tourisme,
which are acquiring a stake in the share capital, long-standing investors[2] (Crédit Mutuel Equity , Bpifrance,
Montefiore Investment and BNP Paribas Développement), the Company and its controlling shareholder, Avantage[3].
As a result of the various transactions that will take place between March and June 2021:
- Certares will invest in Avantage by subscribing to a EUR40 million convertible bonds issue, together with Crédit
Mutuel Equity and Bpifrance.
- The Company will issue EUR75 million convertible bonds reserved to Certares, Crédit Mutuel Equity and Bpifrance (the
"Reserved Bonds").
- In addition, the Company will carry out a second convertible bond issue, with preferential subscription rights in
June 2021 for around EUR55 million, with Avantage committing to subscribe to an amount equal to the EUR40 million
invested by Certares, Crédit Mutuel Equity and Bpifrance in Avantage (the "Bonds").
With respect to the Company's proposed total EUR130 million convertible bonds (the "Bond Issues"), the Investment
Agreement provides for subscription commitments of EUR115 million.
Besides, Certares, Crédit Mutuel Equity, Bpifrance and Nov Tourisme will acquire shares in Avantage from the Founders
and long-standing investors (BNP Paribas Développement and a fund managed by Montefiore Investment).
As a result of these transactions, the Company's Founders will maintain control of Avantage, holding 72.19% of its
voting rights and 35.13% of its share capital, compared with 55.82% of Avantage's share capital and voting rights
before the transaction. In addition, Avantage will maintain control of the Company, holding 69.25% of share capital and
80.53% of voting rights in the Company on a non-diluted basis[4], and 56.73% of share capital and 69.81% of voting
rights in the Company on a fully diluted basis.
All these transactions will be carried out at a share price of EUR85.00, either directly (for issues made by the
Company), or transparency-based (for transactions carried out by Avantage). This price represents a premium of 0.3%
over the volume-weighted average price of Voyageurs du Monde shares over the 20 days preceding 8 March 2021, the last
trading day preceding this press release, and a premium of 0.5% over the volume-weighted average price of Voyageurs du
Monde shares over the 60 days preceding this date. This price is identical to the price per transparency of Bpifrance's
entry into the capital of Avantage in July 2020.
Against the backdrop of the health crisis and its considerable economic consequences on its business operations, this
transaction will enable the Company is strengthening its investment capacity through these operations and confirming
its aims to expand outside France, primarily by means of acquisitions and in its two main business lines, the
Tailor-made travel and the Adventure travel.
Jean-François Rial (CEO of Voyageurs du Monde) comments, "This round of fundraising will further strengthen our
financial position, allowing us to step up our international expansion plans. We believe that despite the pandemic, our
Group presents considerable potential to offer its expertise and a wide range of original services in the areas of
tailor-made and adventure travel to new customers all over the world. Our current shareholders (Crédit Mutuel Equity
and Bpifrance) have confirmed their complete support and reiterated their trust in us in taking this approach. We are
also very pleased to welcome Certares and Nov Tourisme as partners. Their expertise in the travel sector and their
international relations will provide us with significant advantages in achieving our aims."
Philippe Chérèque of Certares adds: "We are delighted to be investing in Voyageurs du Monde. I have known the founders
for many years and I know that they have created a great company with top-notch customer service and products. Under
their leadership, we think that Voyageurs du Monde can become a world market leader in tailor-made and adventure
travel, and we cannot wait to help them achieve their vision."
Founded in 2012, Certares focuses on direct investments in proprietary transactions, capitalising on its in-depth
experience of the travel and hotel sectors, as well as its strong partnership with management teams to stimulate
growth. Certares' team has dozens of years of operational and investment experience in the private equity, travel,
tourism and hotel sectors, as well as in providing travel-related services for businesses and individuals. For more
information, visit the website www.certares.com.
Created on the initiative of the Fédération Française de l'Assurance and Caisse des Dépôts, Nov Tourisme is a EUR173
million Specialised Professional Fund managed by Montefiore Investment. Its aim is to make minority expansion capital
investments in French SMEs in the tourism and leisure sectors with ticket sizes of EUR5 to 15 million. Benefiting from
the Relance label and the know-how of a dedicated team at Montefiore Investment, Nov Tourisme aims to help companies to
grow and entrepreneurs to succeed in France and abroad, responding to the economic and structural challenges of the
sector, and boosting the upturn in their performance.
Governance:
On the occasion of these transactions, Avantage's shareholders have agreed under the terms of the Investment Agreement
to make an amendment to the shareholders' agreement on the date of the convertible bond issue reserved for Certares and
long-standing investors, scheduled for April. The aim of this amendment is to organise between them the governance
rules for Avantage and its subsidiaries, as well as the rules for the transfer of shares. At the Company's next general
shareholders' meeting, it will be proposed that shareholders approve the following changes to the composition of
Voyageurs du Monde's board of directors:
- Philippe Chérèque representing Certares, as replacement of Gérard Brémond, who is resigning and who will be
appointed non-voting member of the Company's board of directors; and
- A member representing Bpifrance as replacement of Téodora Alavoidov, representing a fund managed by Montefiore
Investment, who is resigning.
Certares will also be able to appoint two non-voting members to the Company's board of directors. Nov Tourisme will
also have a seat as non-voting board member.
It is specified that the Founders will continue to be represented by six (6) members of the Company's board of
directors out of the twelve (12) members making up the board, and that Crédit Mutuel Equity will continue to be
represented by one member on the Board of Directors.
Main transactions under the Investment Agreement
The Investment Agreement covers the following transactions:
- EUR40 million convertible bond issue by Avantage;
- Transfer of Avantage shares between Certares, Crédit Mutuel Equity, Bpifrance and Nov Tourisme, and between the
Founders, BNP Paribas Développement and a fund managed by Montefiore Investment;
- EUR75 million Reserved Bonds (convertible bond issue by the Company reserved to Certares, Crédit Mutuel Equity and
Bpifrance);
- Up to EUR55 million Bonds (issue with preferential subscription rights), with Avantage committing to subscribe to EUR40
million.
Subject to the transactions being approved by the general shareholders' meetings, the parties to the Investment
Agreement undertake to carry out the above transactions. It is specified that under the terms of the Investment
Agreement, the planned transactions are not subject to the absence of any unfavourable material events.
The transactions concerning Avantage are scheduled for April 2021.
The Company shall convene an extraordinary shareholders' meeting as soon as possible to ask shareholders to vote on
resolutions relating to the issue of the Reserved Bonds and the issue of the Bonds.
The issue of the Reserved Bonds is scheduled for April 2021.
The request for admission to trading of the Bonds on Euronext Growth will be done by means of a prospectus submitted to
the Autorité des Marchés Financiers ("AMF") for approval, comprising a Registration Document and an issue notice ("Note
d'Opération"), including a summary of the prospectus. The issue of the Bonds is scheduled for the end of H1 2021.
Main indicative terms of the Voyageurs du Monde convertible bonds with preferential subscription rights
If the issue of the Bonds is approved by the extraordinary shareholders' meeting, the main indicative terms will be as
follows.
The Bonds shall be issued at par and bear interest as of the issue date at a rate of 3.00% per annum, payable annually.
The par value of the Bonds shall be equal to EUR85.0 each. The holders of the Bonds will have a right to convert their
Bonds into new shares in the Company, which may be exercised in accordance with the terms described in the prospectus.
Provided that they have not been converted previously, or redeemed and cancelled, the Bonds shall be converted into
Voyageurs du Monde shares, at par, seven (7) years after the issue date. The conversion and/or exchange ratio for the
Bonds shall be one (1) share per Bond, subject to the usual adjustments, including anti-dilution adjustments and those
relating to the payment of dividends. If the Bonds are converted, the holders of the Bonds shall receive new shares in
the Company, which will carry dividend rights as of their delivery date. The Bonds shall be subject to a request for
admission to trading on the Euronext Growth market in Paris as of the issue date. The Bonds may be subject to early
redemption under certain usual conditions.
The planned transaction will enable all shareholders of the Company and transferees of preferential subscription rights
to participate in the financing of the Company. Avantage has agreed under the Investment Agreement to subscribe to EUR40
million, corresponding to an amount subscribed relative to the total amount significantly equal to its share of the
Company's share capital. The risk factors, including those identified with regard to the issue of the Voyageurs du
Monde convertible bonds with preferential subscription rights, shall be made known to the public in accordance with
applicable regulations.
Main indicative terms of the Reserved Bonds
If the issue of the Reserved Bonds is approved by the extraordinary shareholders' meeting, the main indicative terms
will be as follows.
The Reserved Bonds shall be issued at par. The par value of the Reserved Bonds shall be equal to EUR85.0 each.
The Reserved Bonds will bear capitalised interest at a rate of 3% per annum, payable in arrears.
During the four (4) years after the issue, the Reserved Bonds can only be converted at the request of holders of the
Reserved Bonds in the event of a change of control of Voyageurs du Monde.
As of the fourth (4th) anniversary of the issue date of the Reserved Bonds and up to their maturity date, the Reserved
Bonds (i) cannot be converted at any time on the decision of Voyageurs du Monde, or (ii) will be automatically
converted in the event of a change of control of Voyageurs du Monde.
Provided that they have not been converted previously, or redeemed and cancelled, the Reserved Bonds shall be converted
into Voyageurs du Monde shares, at par, seven (7) years after the issue date. The conversion and/or exchange ratio for
the Reserved Bonds shall be one (1) share per Reserved Bond, subject to (i) adjustments relating to the capitalisation
of interest, and (ii) other usual adjustments, including anti-dilution adjustments and those relating to the payment of
dividends.
The Reserved Bonds may be subject to early redemption under certain usual conditions.
The Reserved Bonds shall not be subject to a request for admission to trading on the Euronext Growth market of
Euronext.
Impact on the Company's shareholding structure
On the basis of the number of outstanding shares and the Company's shareholding structure on the date of this press
release, and assuming that (i) 100% of the Bonds with preferential subscription rights are subscribed by all current
shareholders and (ii) the Reserved Bonds will be entirely converted into shares at the end of the non-conversion
period, i.e. four (4) years after the issue date, including capitalised interest, the Company's shareholding structure
shall be as follows:
On a non-diluted basis On a fully diluted basis
Number of % of share Number of % of Number of % of share Number of % of
shares capital voting rights voting shares capital voting rights voting
rights rights
Avantage 2,556,481 69.25% 5,112,962 80.53% 3,027,069 56.73% 5,583,550 69.81%
Certares - - - - 860,682 16.13% 860,682 10.76%
Crédit Mutuel Equity SCR - - - - 79,447 1.49% 79,447 0.99%
FPS France Investissement - - - - 52,964 0.99% 52,964 0.66%
Tourisme 2 (Bpifrance)
Free float 1,135,029 30.75% 1,235,730 19.47% 1,315,881 24.66% 1,421,328 17.77%
Total 3,691,510 100.00% 6,348,692 100.00% 5,336,043 100.00% 7,997,971 100.00%
Advisors
Portzamparc BNP Paribas Group is acting as Financial Advisor to Voyageurs du Monde within the framework of the transaction and as sole Global Coordinator, Lead Manager and Bookrunner within the framework of the issue of the Bonds.
Chammas & Marcheteau is acting as Legal Advisor to the Company and as Legal Advisor on the issue of the Bonds.
Dechert (Paris) LLP is acting as Legal Advisor to Certares within the framework of the transaction.
Outlook
Against the backdrop of the health crisis and on the basis of economic transactions that have already taken place, the Group confirms its outlook for 2020 in terms of revenues of EUR118 million and expects an EBITDA loss of around EUR13.5 million. These figures are in the process of being audited and are not taken from consolidated financial statements that have been approved by the Company's Board of Directors. The accounting basis used for this estimate is in keeping with the accounting methods applied by the issuer and described in its consolidated financial statements.
Next financial communication - 2020 full-year results release (financial year ended 31 December 2020): Wednesday 14 April 2021 (after market
close) Disclaimer / Contact Voyageurs du Monde: (Euronext Growth Paris, ISIN code: FR0004045847 / Ticker: ALVDM) Contact: Alain Capestan, Deputy CEO acapestan@voyageursdumonde.fr
06 03 35 05 48
Lionel Habasque, Deputy CEO lhabasque@terdav.com
06 26 91 46 77 -----------------------------------------------------------------------------------------------------------------------
[1] "The Founders": Jean-François Rial, Alain Capestan, Lionel Habasque, Frédéric Moulin and Loic Minvielle, (including members of the family of certain members) acting in concert.
[2] The long-standing investors are not acting in concert.
[3] Avantage currently holds 69.25% of share capital and 80.53% of voting rights in Voyageurs du Monde.
[4] Based on share capital made up of 3,691,510 shares representing 6,348,692 exercisable voting rights. ----------------------------------------------------------------------------------------------------------------------- Regulatory filing PDF file File: PDF EN
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Language: English
Company: Voyageurs du Monde
55 rue Sainte-Anne
75002 Paris
France
Internet: www.voyageurdumonde.fr
ISIN: FR0004045847
AMF Category: Inside information / Other releases
EQS News ID: 1174302
End of Announcement EQS News Service
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1174302 09-March-2021 CET/CEST
(END) Dow Jones Newswires
March 09, 2021 11:47 ET (16:47 GMT)
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