SOITEC LAUNCHES AN OFFERING OF BONDS CONVERTIBLE INTO AND/OR
EXCHANGEABLE FOR NEW AND/OR EXISTING ORDINARY SHARES (OCEANEs) DUE
OCTOBER 2025 FOR A NOMINAL AMOUNT OF UP TO APPROXIMATELY €325
MILLION
Not for release, publication or distribution,
directly or indirectly, in or into the United States of America,
Canada, South Africa, Japan, Australia or any other jurisdiction in
which it would be unlawful to do so.
This press release is for information purpose
only and does not constitute an offer to sell or a solicitation of
an offer to buy any securities and the offer of the Bonds (as
defined below) does not constitute a public offering (other than to
qualified investors) in any jurisdiction, including
France.
The Bonds will be offered only to qualified
investors which include, for the purpose of this press release,
professional clients and eligible counterparties. The securities
may not be offered or sold or otherwise made available to retail
investors. No key information document under PRIIPS Regulation has
been and will be prepared
SOITEC LAUNCHES AN OFFERING OF BONDS
CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW AND/OR EXISTING
ORDINARY SHARES (OCEANEs) DUE OCTOBER 2025 FOR A NOMINAL AMOUNT OF
UP TO APPROXIMATELY €325 MILLION
Bernin (Grenoble), France, on September 28, 2020
– Soitec (the “Company”), a world leader in
designing and manufacturing innovative semiconductor materials,
announces the launch, today, of an offering of bonds convertible
into and/or exchangeable for new and/or existing ordinary shares
(“OCEANEs”) due October 1, 2025 (the “Bonds”), by way of a
placement to qualified investors as defined in point (e) of article
2 of the Prospectus Regulation (EU) 2017/1129 (as amended) in
accordance with article L.411-2 1° of the French monetary and
financial Code (Code monétaire et financier), for a nominal amount
of up to approximately €325 million (the “Offering”).
The net proceeds from the Offering will provide
additional flexibility both from an operational and strategic
standpoint and to fund potential growth opportunities.
The Bonds will be issued at par on the Issue
Date and will bear no coupon. The nominal value per Bond will be
set at a premium of 40% to 50% over Soitec's reference share price1
on the regulated market of Euronext Paris.
The final terms and conditions of the Bonds are
expected to be announced later today and the settlement and
delivery of the Bonds is expected to take place on October 1, 2020
(the “Issue Date”).
Unless previously converted, exchanged, redeemed
or purchased and cancelled, the Bonds will be redeemed at par on
October 1, 2025 (or on the following business day if this date is
not a business day). Soitec will also have the option to deliver
new and/or existing ordinary shares in lieu of cash in accordance
with the Share Redemption Option (as further described in the terms
and conditions of the Bonds).
The Bonds may be redeemed prior to maturity at
the discretion of the Company, subject to certain conditions. In
particular, the Bonds may be redeemed early at Soitec’s option as
from October 2, 2023 if the arithmetic average of daily products of
the volume-weighted average price of Soitec’s listed share price on
the regulated market of Euronext in Paris and the prevailing
conversion/exchange ratio, over a 20-consecutive trading day period
among 40 consecutive trading days, exceeds 130% of the nominal
value of the Bonds.
In the event of a Change of Control of the
Issuer, as defined in the terms and conditions of the Bonds, any
bondholder may, at its discretion, request the early redemption in
cash of all or some only of the Bonds it owns at par.
Application will be made for the listing of the
Bonds on the Euronext AccessTM of Euronext Paris to occur within 30
days from the Issue Date.
BNP Paribas, Crédit Agricole Corporate and
Investment Bank and J.P. Morgan Securities plc are acting as joint
global coordinators and joint bookrunners of the Offering (the
"Joint Global Coordinators").
Conversion Right
Bondholders will be granted a
conversion/exchange right of the OCEANE into new and/or existing
ordinary shares which they may exercise at any time from the Issue
Date (i.e. October 1, 2020) and up to and including the 7th
business day preceding the maturity date or the relevant early
redemption date, as the case may be.
The conversion/exchange ratio of the Bonds is
set at one ordinary share per Bond subject to standard adjustments,
including anti-dilution and dividend protections, as described in
the terms and conditions of the Bonds. Upon exercise of their
conversion/exchange right, bondholders will receive at the option
of the Company new and/or existing Company ordinary shares carrying
in all cases all rights attached to existing ordinary shares as
from the date of delivery.
Lock-up
In the context of the Offering, the Company will
agree to a lock-up undertaking for a period starting from the
announcement of the final terms and conditions of the Bonds and
ending 90 calendar days after the Issue Date, subject to certain
customary exceptions or waiver from the Joint Global
Coordinators.
Legal framework of the
Offering
The Bonds will be offered by way of a placement
to qualified investors (within the meaning of article 2(e) of
Regulation (EU) 2017/1129 (as amended), the “Prospectus
Regulation”) only, in compliance with Article L. 411-2 1° of the
French monetary and financial code (Code monétaire et financier),
as per the authorization granted by the Company’s extraordinary
general meeting held on September 23, 2020 (14th resolution), in
France and outside France (excluding in particular the United
States of America, Canada, Australia, South Africa or Japan).
Existing shareholders of the Company shall have
no preferential subscription rights, and there will be no priority
subscription period, in connection with the issuance of the Bonds
or the underlying shares of the Company issued upon conversion.
Dilution
For illustrative purposes, based on a
€325 million Offering, a €122.60 reference share price2 and a 45%
conversion premium corresponding to the mid-range of
conversion/exchange premium, the potential dilution would represent
approximately 5.5% of the outstanding share capital, should the
Company decide to exclusively deliver new shares upon full
conversion of the Bonds.
Available information
The Offering of the Bonds is not subject to a
prospectus approved by the French Financial Market Authority
(Autorité des Marchés Financiers) (the “AMF”). Detailed information
on Soitec, including its business, results, prospects, liquidity
position and related risk factors are described in the Company’s
universal registration document (Document d’enregistrement
universel) filed with the AMF on September 2nd, 2020 for the
financial year ended March 31, 2020, under number D.20-0782 which
is available together with all the press releases and other
regulated information about the Company, on Soitec website
(www.soitec.com).
Important information
This press release does not constitute or form
part of any offer or solicitation to purchase or subscribe for or
to sell securities to any person in the United States of America,
Australia, Canada, South Africa or Japan or in any jurisdiction to
whom or in which such offer is unlawful, and the Offering of the
Bonds is not an offer to the public in any jurisdiction, including
France.
About Soitec
Soitec (Euronext, Tech 40 Paris) is a world
leader in designing and manufacturing innovative semiconductor
materials. The company uses its unique technologies and
semiconductor expertise to serve the electronics markets. With more
than 3,300 patents worldwide, Soitec’s strategy is based on
disruptive innovation to answer its customers’ needs for high
performance, energy efficiency and cost competitiveness. Soitec has
manufacturing facilities, R&D centers and offices in Europe,
the U.S. and Asia.
Soitec and Smart Cut are registered trademarks
of Soitec.
For more information, please visit
www.soitec.com
For additional information, please contact:
Investor
relationsSteve Babureck +65 9231 9735
steve.babureck@soitec.com |
|
|
Financial
media contactIsabelle Laurent +33 1 53 32 61 51
isabelle.laurent@orpgfinancial.frFinancial media
contactFabrice Baron +33 1 53 32 61 27
fabrice.baron@orpgfinancial.fr |
DISCLAIMER
This press release may not be released,
published or distributed, directly or indirectly, in or into the
United States of America, Australia, Canada, South Africa or Japan.
The distribution of this press release may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes, should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
No communication or information relating to the
offering of the Bonds may be transmitted to the public in a country
where there is a registration obligation or where an approval is
required. No action has been or will be taken in any country in
which such registration or approval would be required. The issuance
or the subscription of the Bonds may be subject to legal and
regulatory restrictions in certain jurisdictions; none of Soitec
and the Joint Global Coordinators assumes any liability in
connection with the breach by any person of such restrictions.
This press release is an advertisement and not a
prospectus within the meaning of Prospectus Regulation (EU)
2017/1129 (as amended the “Prospectus Regulation”).
This press release is not an offer to the
public, an offer to subscribe or designed to solicit interest for
purposes of an offer to the public other than to qualified
investors in any jurisdiction, including France.The Bonds will be
offered only by way of a placement in France and outside France
(excluding the United States of America, Australia, Canada, South
Africa and Japan), solely to qualified investors as defined in
point (e) of article 2 of the Prospectus Regulation and pursuant to
Article L.411-2 1° of the French monetary and financial code (Code
monétaire et financier) and there will be no public offering in any
country (including France) in connection with the Bonds, other than
to qualified investors. This press release does not constitute a
recommendation concerning the issue of the Bonds. The value of the
Bonds and the shares can decrease as well as increase. Potential
investors should consult a professional adviser as to the
suitability of the Bonds for the person concerned.
Prohibition of sales to European Economic Area
retail investors in the European Economic Area (which, for these
purposes, shall include the United Kingdom)
No action has been undertaken or will be
undertaken to make available any Bonds to any retail investor in
the European Economic Area (which, for these purposes, shall
include the United Kingdom).
For the purposes of this press release, a) the
expression “retail investor” means a person who is one (or more) of
the following:
- a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, “MiFID II”); or
- a customer within the meaning of Directive (EU) 2016/97 (as
amended, the “Insurance Distribution Directive”), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or
- a person other than a “qualified investor” as defined in the
Prospectus Regulation.
b) the expression “offer” includes the
communication in any form and by any means of sufficient
information on the terms of the offer and the Bonds to be offered
so as to enable an investor to decide to purchase or to subscribe
to the Bonds.
Consequently no key information document
required by Regulation (EU) 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Bonds or otherwise making
them available to retail investors in the European Economic Area
(which, for these purposes, shall include the United Kingdom) has
been prepared and therefore offering or selling the Bonds or
otherwise making them available to any retail investor in the
European Economic Area (which, for these purposes, shall include
the United Kingdom) may be unlawful under the PRIIPS
Regulation.
France
The Bonds are not and will not be offered or
sold or caused to be offered or sold, directly or indirectly, to
the public in France other than to qualified investors. Any offer
or sale of the Bonds and distribution of any offering material
relating to the Bonds is and will be made in France only to
qualified investors as defined in point (e) of article 2 of the
Prospectus Regulation and in accordance with Article L.411-2(1) of
the French monetary and financial Code (Code monétaire et
financier).
United Kingdom
This press release is addressed and directed
only (i) to persons located outside the United Kingdom, (ii) to
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (iii) to high net worth companies, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2) (a) to (d) of the Order (the persons mentioned in
paragraphs (i), (ii) and (iii) all deemed relevant persons
(“Relevant Persons”)). The Bonds are only available to Relevant
Persons, and any invitation, offer or agreement to subscribe,
purchase, or otherwise acquire the Bonds may be addressed and/or
concluded only with Relevant Persons. All persons other than
Relevant Persons must abstain from using or relying on this
document and all information contained therein.
This press release is not a prospectus which has
been approved by the Financial Conduct Authority or any other
United Kingdom regulatory authority for the purposes of Section 85
of the Financial Services and Markets Act 2000.
United States of America
This press release may not be released,
published or distributed in or into the United States of America
(including its territories and dependencies, any State of the
United States of America and the District of Columbia). This press
release does not constitute or form a part of an offer of
securities for sale or of any offer or solicitation to purchase
securities in the United States of America. The Bonds and the
shares deliverable upon conversion or exchange of the Bonds
mentioned herein have not been, and will not be, registered under
the Securities Act of 1933, as amended (the “Securities Act”) or
the law of any state of the United States of America and may not be
offered or sold in the United States of America except pursuant to
an exemption from, or a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with applicable state securities laws. The Bonds are and will be
offered or sold only in “offshore transactions” outside of the
United States of America, in accordance with Regulation S of the
Securities Act. Soitec does not intend to register any portion of
the proposed offering in the United States of America and no public
offering will be made in the United States of America.
Australia, Canada, South Africa and Japan
The Bonds may not and will not be offered, sold
or purchased in Australia, Canada, South Africa or Japan. The
information contained in this press release does not constitute an
offer of securities for sale in Australia, Canada, South Africa or
Japan.
The distribution of this press release in
certain countries may constitute a breach of applicable law.
MiFID II – Target Market: Professional
Investors, Eligible Counterparties and Retail Investors (France
only)
Solely for the purposes of each manufacturer’s
product approval process, the target market assessment in respect
of the Bonds has led to the conclusion that: (i) the target market
for the Bonds is French retail investors, eligible counterparties
and professional clients, each as defined in MiFID II; and (ii) all
channels for distribution of the Bonds to French retail investors,
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Bonds
(a “distributor”) should take into consideration the manufacturers’
target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment
in respect of the Bonds (by either adopting or refining the
manufacturers’ target market assessment) and determining
appropriate distribution channels. However, the Bonds will not be
offered or sold to French retail investors for the purpose of this
offering.
1 The reference share price will be equal to the volume-weighted
average price (VWAP) of Soitec's shares recorded on the regulated
market of Euronext Paris from launch of the Offering on 28
September 2020 until the determination of the final terms (pricing)
of the Bonds on the same day.
2 i.e. Soitec’s share price on Euronext Paris, at close of
trading on September 25, 2020.
- 2020.09.25_Project Spark_Launch PR_ENG
Grafico Azioni SOITEC (EU:SOI)
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