LACROIX launches a capital increase with preferential subscription
rights (PSR) for shareholders in the amount of €47.7m, which may be
increase to €54.9m if the extension clause is exercised in full.
05/07/2021
LACROIX launches a capital
increasewith preferential subscription rights
(PSR) for shareholdersin the amount of
€47.7m,
which may be increase to
€54.9mif the extension
clause is exercised in fullThe priority element at
the core of the
transaction:implementing the
Leadership 2025 strategic planto support the
Group’s change in dimension
A prospectus
relating to this capital increasewith
preferential subscription rights is available
Capital increase with preferential subscription rights
(PSR)
- Subscription price: €41.65 per new share
- Subscription parity: 7 new shares for 23 existing shares
- PSR negotiation period: 7 July to 19 July 2021
- Subscription period: 9 July to 21 July 2021
- Subscription commitments for a total amount of €34.0m, of which
€15.0m from historical family shareholders, representing 71% of the
initial transaction amount
“After having demonstrated our resilience in the
face of the crisis, we are now ideally positioned to take advantage
of the many growth opportunities opening up to us. Through an
ambitious strategic plan, designed to enable us to nearly double in
size between 2020 and 2025, to reach €800 million in revenue, we
are now poised to establish ourselves as one of the leaders on our
markets. This change in dimension should be accompanied by strong
growth in our margins, with a recurring EBITDA target amounting to
around 9% of our revenue by 2025. As the end of the crisis is
becoming a reality and we have already returned to a solid growth
trajectory, we are launching this capital increase with
preferential subscription rights with the intention of involving
all our shareholders in this pivotal strategy. This transaction
open to all will also prove to be an opportunity to welcome new
shareholders ready to commit alongside us. True to our values, the
Group’s family shareholders as well as multiple prominent investors
have already pledged their support with €34m in subscription
commitments. This mobilisation is a strong sign of confidence in
our project at the heart of current technological revolutions.”
declares Vincent Bedouin, CEO of LACROIX.
New money to accelerate
the deployment of Leadership 2025
The capital increase with preferential
subscription rights for shareholders (the “Capital increase
with PSR”) forms part of the “Leadership 2025” plan
announced by the Company on 7 April 2021, which is aimed at
enabling the Group to establish itself among the global leaders in
industrial IoT solutions and electronic equipment for critical
applications.
For 2025, LACROIX aims to record sales of €800
million compared with €441 million in 2020 (12-month combined).
This realistic ambition includes the acquisitions that could be
made over the period.
As pertains to profitability, the ambition is to
generate a recurring EBITDA margin1 of around 9%. By way of
reminder, it amounted to 5.9% in 2020 (12-month combined).
Terms of the transaction
Structure of the issuance
1,146,344 new shares will be issued as part of
the Capital Increase with PSR (the “New Shares“),
this number may increase by up to 15%, by the issuance of 171,951
additional shares (hereinafter the "Additional
Shares"), in the context of the exercise of an extension
clause (the “Extension Clause”). The New Shares
and the Additional Shares taken together form the offering shares
(the “Offering Shares”).
The Offering Shares will be issued under the
24th resolution adopted by the combined general meeting of
shareholders of the Company held on 11 May 2021 (the
"Offer").
Subscription price of the Offering
Shares
The Offering Shares will be issued at a unit
subscription price of 41.65 euros (the "Offering
Price"), including a nominal value of 6.64 euros and a
premium issue of 35.01 euros, to be fully paid at the time of
subscription, by payment in cash. Based on the volume-weighted
average of closing prices of the Company’s share over the three
trading days preceding the date of approval by the AMF of the
prospectus, i.e. 49.00 euros, the subscription price of the
Offering Shares reflects a discount of 15.0%.
Subscription
terms
Subscription for the Offering Shares shall be
reserved, by preference (i) for existing shareholders registered in
their securities account at the end of the day of 6 July 2021
according to the indicative timetable, for an existing preferential
subscription right per share and (ii) for assignees of preferential
subscription rights.
The holders of preferential subscription rights
may subscribe, from 9 July 2021 until the end of the subscription
period, i.e. until 21 July 2021 inclusive, by exercising their
preferential subscription rights (i) on an irreducible basis, at
the rate of 7 New Shares for 23 existing shares held, without this
resulting in an allocation of a fraction of New Shares and (ii) on
a reducible basis, the number of Offering Shares which they would
like in addition to that due to them exercising their rights on an
irreducible basis, being specified that only the Offering Shares
which may not be subscribed on an irreducible basis, will be
allocated between subscribers on a reducible basis, to the extent
of their demand, and pro rata the number of existing shares from
which rights will have been exercised to subscribe on an
irreducible basis, without this resulting in an allocation of a
fraction of New Shares. Preferential subscription rights forming
odd lots may be sold on Euronext Paris during the preferential
subscription rights trading period.
Gross amount of issue
The total amount of this issue, including issue
premium, is 47.7 million euros (of which 7.6 million euros nominal
and 40.1 million euros issue premium). This figure may amount to
54.9 million euros if the Extension Clause is fully exercised.
Net proceeds of the transaction and use
thereof
The estimated net proceeds from the Offer amount
to approximately 46.3 million euros (which may increase to
approximately 53.2 million euros if the Extension Clause is
exercised in full. It will contribute globally to the financing of
the Company's development and the axes of the “Leadership 2025”
strategic plan. Over the duration of the plan, the breakdown of
needs per axis is as follows:
a) Approximately 37% towards
extending international reach and M&A, with the ambition of
conducting more than 70% of total business outside France within 5
years. LACROIX particularly intends to carry out targeted
acquisitions allowing to strengthen existing activities abroad, and
also take position on complementary market segments, or expand the
“smart” offer by integrating new high value-added technological
building blocks.b) Approximately 35% towards the
reinforcement of the Group’s technological leadership with the
development of technological platforms around key expertise such as
cybersecurity or edge computing. In that respect, the set objective
is to double R&D expenditure to more than 5% of total revenue.
This reinforcement of resources towards innovation should allow,
for the revenue from LACROIX design, to drive the share of new
products (less than 5 years) to
50%.c) Approximately 27% towards developing
leadership in industrial efficiency, particularly relying on
opportunities offered by “Industry 4.0”, with an increased role of
artificial intelligence and robotisation, the digitisation of
flows, and the application of Lean production methods. As with its
new future French electronics factory “Symbiose”, to be completed
at the end of 2021, these methods will apply to 100% of the Group’s
industrial sites by 2025.d) Finally, to a lesser
extent, approximately 1% for the start of the transition from
equipment manufacturer to that of a supplier of high value-added
end-to-end solutions for the Smart World, with the deployment of
new services generating recurring revenue and margin
appreciation.The first axis a) presented above will require, in
particular, the use of the net proceeds from the Offer, given that
the other needs could be mostly self-financed. Consequently, if the
Offer is 75% completed, the budget allocated to M&A in this
first axis a) would be reduced. Without affecting the determination
increase the international reach, this decrease would impact the
size of the targets sought.
Subscription commitments
The group made up of shareholders who are
members of the Bedouin family (the “Bedouin
Family”), a reference shareholder
holding 70.39% of the Company’s capital before the Offer, has
undertaken under customary conditions, to subscribe on an
irreducible basis by exercising part of its preferential
subscription rights, to new shares of the Company, in the amount of
€15 million, through Vinila Investissements, which itself holds
57.59% of the Company's capital prior to the Offer (representing
approximately 31% of the total amount of the Offer). This
subscription commitment by Vinila Investissements may be completed
by a complementary subscription on a reducible basis for a maximum
amount of €2 million, to the extent it is necessary for
subscriptions to reach 75% of the amount of the Offer.
Furthermore, ten investors, some of which are
shareholders of the Company, have irrevocably undertaken to
subscribe to the Offer for an amount of €19 million (representing
40% of the total amount of the Offer), of which €17.1 million on an
irreducible basis, mainly by exercising preferential subscription
rights previously purchased from the Bedouin Family at the lump-sum
price of 1 euro per block of preferential subscription rights, and
€1.9 million on a reducible basis.
Thus, the total of subscription commitments
amounts to 34 million euros (representing 71% of the total amount
of the Capital Increase with PSR), to which may be added the
complementary subscription from Vinila Investissements for a
maximum amount of €2 million, representing 75% of the total amount
of the Capital Increase with PSR.
At the date of the present Prospectus, the
Company is not aware of any intention of other shareholders or
members of its administrative or management bodies to participate
in the Offer.
Commitment to retain shares
The Bedouin Family has undertaken to retain its
Lacroix shares until the expiry of a period of twelve months from
the settlement-delivery date of the Offering Shares, it being
specified that the New Shares subscribed by Vinila Investissements
in the context of the Offer will be subject to the same retention
commitment.
Commitments to abstain
Under the investment agreement entered into with
Portzamparc (BNP Paribas Group), acting as Global Coordinator and
Joint Bookrunner of the Offer and Gilbert Dupont, acting as Joint
Bookrunner of the Offer, the Company made a commitment to abstain
for a period of 180 days from the date of settlement-delivery of
the Offering Shares.
Impact of the Offer on the distribution
of capital and voting rights
|
On a non-diluted basis |
|
Before the Offer |
Post-Offer |
Shareholders |
Number of shares |
% of capital |
% of DDV exercisable |
Number of shares |
% of capital |
Bedouin Family |
2,651,445 |
70.39 |
84.51 |
3,011,589 |
61.30 |
o/w Vinila Investissements |
2,169,069 |
57.59 |
69.12 |
2,529,213 |
51.48 |
Fidelity Puritan Trust |
376,656 |
10.00 |
6.01 |
376,656 |
7.67 |
Float |
591,544 |
15.71 |
9.48 |
1,377,744 |
28.04 |
Treasury shares* |
146,915 |
3.90 |
- |
146,915 |
2.99 |
TOTAL |
3,766,560 |
100.00 |
100.00 |
4,912,904 |
100.00 |
*It being specified that the number of treasury
shares is subject to variation depending on the vesting of 15,002
existing free shares, thereby reducing the number of treasury
shares.
Impact of the issue on the financial
position of the shareholder
For information purposes, the impact of the
issuance of the Offering Shares on the stake of a shareholder
owning 1% of the Company’s capital prior to the issue of the
Offering Shares and not subscribing to the issue of the Offering
Shares (calculations made on the basis of the number of shares
forming the Company’s share capital on the date of this press
release, after deduction of treasury shares), would be as
follows:
Shareholder’s stake (in %) |
|
Non-diluted basis |
Before the Offer |
1.00 |
After the Offer at 100% |
0.77 |
After the Offer in case of exercise of the Extension Clause |
0.74 |
After the Offer in the event of a limit at 75% |
0.81 |
(1) Assuming the vesting of bonus shares.
Placement - Warranty
The Offering Shares shall be placed by
Portzamparc (BNP Paribas Group) and Gilbert Dupont as Joint
bookrunners, both acting in accordance with the terms of a
Placement Agreement entered into with the Company. This contract
does not constitute a performance guarantee within the meaning of
ArticleL. 225-145 of the French Commercial Code.
Offer Schedule
1 July 2021 |
Board of Directors deciding the terms of the Offer |
2 July 2021 |
Approval of the Prospectus by the AMF |
5 July 2021 |
Publication of a press release describing the main characteristics
of the transaction and the procedures by which the Prospectus will
be available (before market opening)Publication by Euronext of the
notice of issue |
6 July 2021 |
Accounting day at the end of which the holders of existing shares
recorded in their securities accounts will be granted preferential
subscription rights |
7 July 2021 |
Detachment and start of trading of preferential subscription rights
on Euronext Paris |
9 July 2021 |
Opening of the subscription period |
19 July 2021 |
End of listing of preferential subscription rights on Euronext
Paris |
|
|
21 July 2021 |
End of subscription period |
26 July 2021 |
Date on which the Extension Clause may be exercised by the Company,
if anyPublication of a press release by the Company announcing the
result of the subscriptionsPublication by Euronext of the notice of
admission of the Offering Shares indicating the final amount of the
capital increase and indicating the allocation scale for
subscriptions subject to reduction |
28 July 2021 |
Issue of Offering Shares - Settlement-delivery |
29 July 2021 |
Admission of Offering Shares for trading on Euronext Paris |
Partners of the Offer:
PORTZAMPARC |
Gilbert Dupont |
Global Coordinator, Leader and Joint Bookrunner |
Joint Bookrunner |
Information to the public The
Prospectus, drawn up in the form of a Union reminder prospectus in
accordance with Article 14a and Annex V bis of the Prospectus
Regulation amended by Regulation (EU) 2021/337 of 16 February 2021,
has received from the AMF the approval number 21-271 dated 2 July
2021 and is available on both the AMF (www.amf-france.org) and
Company (https://www.lacroix-group.com/) websites. Risk factors
related to the Group, its business segments, markets and offered
securities are described in Section IV of the Prospectus. The
listing of risks is not exhaustive. At the date of approval of this
Prospectus, other risks which have not been identified or regarded
as significant by the Company may exist. Potential investors are
advised to read the Prospectus before making an investment decision
in order to fully understand the potential risks and benefits
associated with the decision to invest in the securities. The
approval of the Prospectus by the AMF should not be construed as a
favourable opinion on the securities offered or admitted to trading
on a regulated market.
Upcoming datesTurnover for the
first half of 2021: 26 August 2021 after market close
Find our financial data
in our Investors'
Zonehttps://www.lacroix-group.com/investors/
About LACROIX
Convinced that technology should contribute to
making our living environments simple, more sustainable and safer,
LACROIX supports its customers in the construction and management
of intelligent living ecosystems, thanks to connected equipment and
technologies.
As a publicly-listed family-owned mid-cap,
LACROIX combines the essential agility required to innovate in an
ever-changing technological sector with the ability to
industrialise robust and secure equipment, cutting-edge know-how in
industrial IoT solutions and electronic equipment for critical
applications and the long-term vision to invest and build for the
future.
LACROIX Group designs and manufactures its
customers’ electronic equipment, in particular in the industrial,
automotive, home automation, aeronautical,and health sectors.
LACROIX also provides safe, connected equipment for the management
of critical infrastructures such as smart roads (street lighting,
traffic signs, traffic management, V2X) and the management and
operation of water and energy systems.
Drawing on its extensive experience and
expertise, the Group works with its customers and partners to build
the connection between the world of today and the world of
tomorrow. It helps them to create the industry of the future and to
make the most of the opportunities for innovation that surround
them, supplying them with the equipment for a smarter world.
Contacts
LACROIX
COO & Executive Vice-President Finance
Nicolas Bedouin
info@lacroix-group.com
Tel.: 02 72 25 68 80
ACTIFIN
Press relations
Jennifer Jullia
jjullia@actifin.fr
Tel.: +33 (0)1 56 88 11 19
ACTIFIN
Financial Communication
Simon Derbanne
sderbanne@actifin.fr
Tel.: +33 (0)1 56 88 11 14
Disclaimer
This press release does not constitute, and
shall not be deemed to constitute, an offer to the public, an offer
to purchase or subscribe for shares or an offer to solicit the
public for the purpose of a public offering. This press release
does not constitute an assessment of the merits of an investment in
the Company. No guarantee is given as to the completeness, reality
and accuracy of the information provided. The information and
opinions contained in this press release as well as all the
elements presented at today's information meeting are provided on
the date of this press release and are subject to change at any
time. Some of the information contained in the press release is
purely forward-looking and prospective. This information is given
as of the date of the press release and no guarantee is given as to
the reliability of this information, which the Company will not be
under any obligation to update.
No communication or information relating to the
proposed capital increase may be disseminated to the public in any
country in which a registration or authorisation requirement must
be satisfied. No steps have been taken (or will be taken) in any
country (other than France) in which such steps would be required.
The subscription or purchase of Company securities may be subject
to specific legal or regulatory restrictions in certain countries.
The Company assumes no liability for any violation by any person of
such restrictions.
The press release does not constitute a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (the
“Prospectus Regulation”). The offer will be open
to the public in France only after the Autorité des marchés
financiers has issued an approval on the prospectus prepared in
accordance with the Prospectus Regulation.
In France, the public offering of securities
requires a prospectus approved by the AMF. With regard to the
Member States of the European Economic Area other than France (the
“Member States”), no action has been taken or will
be taken to allow a public offering of securities making it
necessary to publish a prospectus in one of these Member States.
Consequently, the securities may not and will not be offered in any
of the Member States (other than France), except in accordance with
the exemptions provided for in Article 1(4) of the Prospectus
Regulation, or in other cases not requiring the publication by the
Company of a prospectus under the Prospectus Regulation and/or the
regulations applicable in these Member States.
The release has not been approved by an
authorised person (“authorised person”) within the
meaning of Section 21(1) of the Financial Services and Markets Act
2000. Consequently, the press release is intended solely for (i)
persons located outside the United Kingdom, (ii) investment
professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005,
(iii) persons referred to in Article 49(2) (a) a (d) (high net
worth companies, unregistered associations, etc.) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or
(iv) any other person to whom the press release may be sent in
accordance with the law (the persons referred to in paragraphs (i),
(ii), (iii) and (iv) together being referred to as the
"Authorised Persons »). Any person other than an
Authorised Person must refrain from using or relying on the press
release and the information it contains. The press release is not a
prospectus approved by the Financial Services Authority or any
other UK regulator within the meaning of Section 85 of the
Financial Services and Markets Act 2000.
The press release does not constitute an offer
of securities or any solicitation to purchase or subscribe for
securities or any solicitation to sell securities in the United
States. The shares of the Company described in this press release
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities
Act”) and may not be offered or sold in the United States
without registration or exemption from the registration obligation
under the U.S. Securities Act. The Company does not intend to make
any public offering of its shares in the United States.
This press release may not be published,
distributed or circulated, directly or indirectly, in the United
States, Australia, Canada or Japan. The distribution of this press
release in other countries may be subject to legal or regulatory
restrictions, and persons in possession of this document should
become familiar with and observe such restrictions. Failure to
comply with such restrictions may constitute a violation of
applicable securities laws.
SUMMARY OF THE PROSPECTUS
Section A – Introduction and disclaimers
Issuer’s securities: ordinary
shares (LACROIX GRP, ISIN code FR0000066607). Issuer’s
contact details: LACROIX GROUP, 17, rue Océane, 44800
Saint Herblain, France (LEI code: 9695009SISMDAOR3GO20).
Competent authority having approved the
Prospectus on 2 July
2021: AMF, 17 place de la Bourse, 75001 Paris.
Disclaimer: this summary should
be read as an introduction to the Prospectus. Any decision to
invest in the Company’s shares should be based on a review of the
Prospectus in its entirety. Investors may lose all or part of the
capital invested. If an action concerning the information contained
in the Prospectus is brought before a court, the plaintiff investor
may, depending on national law, have to bear the costs of having
the Prospectus translated before the start of legal proceedings.
Civil liability shall attach to the persons who submitted the
summary, including its translation, only to the extent that the
content of the summary is misleading, inaccurate or inconsistent
when read in conjunction with the other parts of the Prospectus, or
does not provide, when read in conjunction with the other parts of
the Prospectus, key information to assist investors when
considering investing in these securities.
Section B – Key information about the
issuer
Main activities: As a
publicly-listed family-owned mid-cap, LACROIX combines the
essential agility required to innovate in an ever-changing
technological sector with the ability to industrialise robust and
secure equipment, cutting-edge know-how in industrial IoT solutions
and electronic equipment for critical applications and the
long-term vision to invest and build for the future. LACROIX
Group designs and manufactures its customers’ electronic equipment,
in particular in the industrial, automotive, home automation,
aeronautical, and health sectors. LACROIX also provides safe,
connected equipment for the management of critical infrastructures
such as smart roads (street lighting, traffic signs, traffic
management, V2X) and the management and operation of water and
energy systems. LACROIX's operations are divided into three main
businesses: i) the Electronics business in the
“Smart Industries” universe, which develops,
industrialises, produces and integrates electronic assemblies and
sub-assemblies for the automotive, aerospace, home automation,
industrial and health sectors; ii) the City
business in “Smart Mobility”, which designs and
produces equipment for the management of smart road infrastructures
around 4 areas of expertise (street lighting, signalling, traffic
management and regulation, and V2X), and; iii) the
Environment business with solutions from
"Smart Water & Energy" which designs and
produces equipment to remotely control, automate and manage water
and energy infrastructures. For the full 2019-2020 financial year
(15 months, from 1 October 2019 to 31 December 2020), LACROIX
recorded revenue of €566.3 million, up 17.6% on a reported
basis. On a pro forma basis (12 months, from 1st January to 31
December 2020), the latter came to €441.0 million, down 8.4%,
entirely in line with the target announced in spring 2020 (expected
fall of around 10%). On a reported basis, current operating profit
came to €20.1 million, down by only 3.0% compared with
2018/2019. The current operating margin held up well with a limited
drop of 70 basis points to 3.6%. On 10 May 2021, LACROIX announced
sales of €127.6 million for the first quarter of the 2021 financial
year, making for 12.5% growth in sales (+11.7% on a like-for-like
basis) compared to Q1 2020 - January to March 2020 - driven by a
favourable base effect and recovery that is gaining traction.
Economic and financial impact of the
COVID-19 pandemic: during the financial year ended 31
December 2020, Lacroix and its activities were impacted by the
COVID-19 crisis through a loss of business that materialised mainly
from mid-March 2020 until end-June 2020, with specifically a 36%
decrease in activity in the Third Quarter compared to the previous
year. During the Fourth and Fifth Quarters of the financial year
ended 31 December 2020 (15-month financial year), the Group’s
activities returned to levels that were generally stable compared
with previous financial years. The main support measures from which
the Group benefited during this period included the payment of
short-time working within its European scope for an overall amount
of €2.6 million as well as the securing of loans guaranteed by the
State (PGE) for a total amount of €18.5 million, repayable in fine,
the repayment of which will be made in full by the end of July
2021. With regard to the future impact of the COVID-19 pandemic,
even though the Group has shown good resilience in the face of the
COVID-19 crisis with a return to normal business operations since
the Second Half of 2020, the fact remains that COVID-19 and its
variants still create some uncertainty over the coming months. The
travel restrictions enacted in the various countries where the
Group operates may in particular impact the smooth running of its
plants. This uncertainty could also prompt some clients or
prospects to postpone their investment decisions, to arbitrate in
their investments, or to forego certain investments.
Section C – Key information on
securities
Nature, category and ISIN code:
the 1,146,344 new shares (the “New Shares”) for
which admission to trading on the regulated market of Euronext
Paris (“Euronext Paris”) is sought as part of the
capital increase with preferential subscription rights of
shareholders (the “Capital increase with preferential
subscription rights”) referred to in the Prospectus will
be ordinary shares of the same class as the existing shares of the
Company. This number may increase by up to a maximum of 15% through
the issuance of 171,951 additional shares (hereinafter the
“Additional Shares”), in connection with the
exercise of an extension clause (the “Extension
Clause”), the sole purpose of which would be to satisfy
any orders for excess shares that could not be filled. The New
Shares and the Additional Shares taken together form the offering
shares (the “Offering Shares”). The Offering
Shares will be admitted for trading on the regulated market of
Euronext Paris (Compartment C, Lacroix GRP) under ISIN code
FR0000066607. Nominal value: 6.64 Euros.
Rights attached to the Offering Shares: as from
their issue, the Offering Shares shall be subject to all the
provisions of the Company’s Articles of Association. They will
carry current dividend rights and will entitle their holders to all
the rights attached to the existing ordinary shares detailed in the
Company's Articles of Association.
Section D – Key information about the
Offer
Structure of the issue: the
Offering Shares are issued as part of a capital increase with
preferential subscription rights for shareholders in accordance
with the 24th Resolution adopted by the Combined General Meeting of
Shareholders of the Company held on 11 May 2021 (the
“Offer”).
Subscription price of the Offering
Shares: the Offering Shares are issued at a unit
subscription price of 41.65 euros (the "Offering
Price"), including a nominal value of 6.64 euros and an
issue premium of 35.01 euros, to be fully paid up at the time of
subscription, by payment in cash. Based on the volume-weighted
average of closing prices of the Company’s share over the three
trading days preceding the date of approval by the AMF of the
prospectus, i.e. 49.00 euros, the subscription price of the
Offering Shares reflects a discount of 15.0%Preferential
subscription right: the holders of preferential
subscription rights may subscribe, from 9 July 2021 until the end
of the subscription period, i.e. until 21 July 2021 inclusive, by
exercising their preferential subscription rights (i) on an
irreducible basis, at a rate of 7 New Shares for 23 existing shares
held, without resulting in an allocation of a fraction of New
Shares and (ii) on a reducible basis, the number of Offering Shares
which they would like in addition to that due to them as a result
of the exercise of their rights on an irreducible basis.
Issue amount: the total amount
of the issue, including the issue premium, amounts to 47,745,227.60
euros (of which 7,611,724.16 euros nominal and 40,133,503.44 euros
in issue premium). This figure may amount to 54,906,986.75 euros if
the Extension Clause is fully exercised.
Subscription intentions of the main
shareholders or members of its administrative or management bodies,
intending to subscribe for more than 5% of the Offering
Shares: the group of shareholders belonging to the Bedouin
family (the “Bedouin family”), a reference
shareholder holding 70.39% of the Company’s capital before the
Offer, has undertaken under customary conditions, to subscribe on
an irreducible basis by exercising part of its preferential
subscription rights, to new shares of the Company, in the amount of
€15 million, through Vinila Investissements, which itself holds
57.59% of the Company's capital prior to the Offer (representing
approximately 31% of the total amount of the Offer). This
subscription commitment by Vinila Investissements may be completed
by a complementary subscription on a reducible basis for a maximum
amount of €2 million, to the extent it is necessary for
subscriptions to reach 75% of the amount of the Offer. Furthermore,
ten investors, some of which are shareholders of the Company, have
irrevocably undertaken to subscribe to the Offer for an amount of
€19 million (representing 40% of the total amount of the Offer), of
which €17.1 million on an irreducible basis, mainly by exercising
preferential subscription rights previously purchased from the
Bedouin Family at the lump-sum price of 1 euro per block of
preferential subscription rights, and €1.9 million on a reducible
basis. Thus, the total of subscription commitments amounts to 34
million euros, to which may be added the complementary subscription
from Vinila Investissements for a maximum amount of €2 million,
representing 75% of the total amount of the Capital Increase with
PSR. At the date of the present Prospectus, the Company is not
aware of any intention of other shareholders or members of its
administrative or management bodies to participate in the
Offer.
Estimated use and net amount of the
proceeds: the estimated net proceeds from the issue of the
New Shares amounts to approximately 46.3 million euros (which may
increase to approximately 53.2 million euros if the Extension
Clause is fully exercised. It will contribute globally to the
financing of the Company’s development and the axes of the
“Leadership 2025” strategic plan. Over the duration of the plan,
the breakdown of needs by axis is as follows: a) around 37% towards
extending international reach and M&A, with the ambition of
conducting more than 70% of total activity outside France within 5
years, in particular stepping up operations Germany and the United
States, and carrying out targeted acquisitions to strengthen
existing activities abroad, take position in complementary market
segments, or expand the “smart” offer by integrating new
technological building blocks; b) around 35% towards innovation by
doubling R&D expenditure to more than 5% of total turnover; c)
around 27% towards the development of leadership in terms of
industrial efficiency with a greater role of robotisation, the
digitisation of flows, the application of “Lean” production methods
and artificial intelligence; d) to a lesser extent, around 1% for
the start of the transition from equipment manufacturer to supplier
of “End-to-End” solutions. The first axis a) of this plan will
require, in particular, the use of the net proceeds from the
Offering, given that the other needs could mainly be self-financed.
Consequently, if the Offer is 75% completed, the budget allocated
to M&A in this first axis a) would be reduced. Without
modifying the desire for international influence, this decrease
would impact the size of the targets sought.
Commitment to retain shares:
the Bedouin Family has undertaken to retain its Lacroix shares
until the expiry of a period of twelve months from the date of
settlement-delivery of the Offering Shares, it being specified that
the New Shares subscribed for by Vinila Investissements in the
context of the Offering will be subject to the same commitment to
retain.
Commitments to
abstain: under the placement
agreement entered into with Portzamparc (BNP Paribas Group) and
Gilbert Dupont, acting as Joint Bookrunners of the Offering, the
Company made an abstention commitment for a period of 180 days from
the settlement-delivery date of the Offering Shares.
Dilution resulting from the Capital
Increase with preferential subscription
rights:
Impact of dilution on capital
(in %) |
Shareholder’s interest (non-diluted basis) |
Before the Offer |
1.00 |
After the 100% Offer % |
0.77 |
After the Offer in the event of full exercise of the Extension
Clause |
0.74 |
After the Offer in the event of limitation to 75% |
0.81 |
Statement
on working capital: as of the date of the Prospectus, the
Company certifies that, in its view, prior to the completion of the
Offering that is the subject of the Prospectus, its net working
capital is sufficient to meet its obligations and cash requirements
over the next twelve months.
1 Recurring EBITDA is an Alternative Performance
Indicator (API) used by the Group and defined as Profit from
Operating Activities plus depreciation and amortisation charges on
property, plant and equipment and intangible assets as well as
those related to rights of use (where applicable, also those
recognised during a business combination), and the IFRS 2 charge
for “share-based payment”. To ensure consistency with the fact that
this API is based on operating income, the term “recurring EBITDA”
is replacing the term “EBITDA” previously used by the Group in its
financial communication.
This press release is not for publication,
distribution or dissemination, directly or indirectly, in the
United States of America, Australia, Canada or Japan.
- 20210701_LACROIX_CP_Lancement_EN_VDEF
Grafico Azioni Lacroix (EU:LACR)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Lacroix (EU:LACR)
Storico
Da Mar 2023 a Mar 2024