PRESS RELEASE Paris, July 20, 2016 - 7.30 AM
TOUAX
Touax launches a capital increase without preferential subscription rights with a priority subscription period for an initial amount of €9.74 million, at a subscription ratio of 1 new share for 6 existing shares and for a subscription price of €9.93 per new share
| THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN |
TOUAX S.C.A. (the "Company" or "Touax") announces today the launch of a capital increase without subscription rights with a priority subscription period for an initial amount of €9.74 million. Such amount may be increased by a maximum of 15% of the initial amount (i.e. a total amount of €11.2 million after the exercise in full of the increase option) (the "Capital Increase").
The result of the Capital Increase is intended to provide the Touax Group with additional resources for its general financing needs, limit its liquidity risk and provide the Group with more flexibility required for the financing and development of its activity. As such, the net proceeds from the Capital Increase will be applied to reimburse part of the Group`s revolving credit facilities, which will remain available to finance the Group`s working capital and general financing needs.
The Capital Increase was the subject of a commitment to subscribe up to 75.15% of the total amount by:
- Société Holding de Gestion et de Location (represented by Mr. Raphaël Walewski) has agreed to subscribe as part of the Capital Increase a total of 25,176 new shares of the Company for an amount of €250,000, amounting to 2.57% of the Capital Increase without exercise of the increase option;
- Société Holding de Gestion et de Participation (represented by Mr. Fabrice Walewski) has agreed to subscribe as part of the Capital Increase a total of 100,704 new shares of the Company for an amount of €1,000,000, amounting to 10.27% of the Capital Increase without exercise of the increase option;
- Argos has agreed to subscribe, as part of the Capital Increase, a total of 77,542 new shares of the Company, during the priority subscription period, for a consideration of €770,000, amounting to 7.91% of the Capital Increase without exercise of the increase option;
- Certain investors, some holding less than 5% of the capital and voting rights of the Company as of the date of the Prospectus, have irrevocably agreed to subscribe as part of the Capital Increase, during the priority subscription period, a total of 533,538 new shares of the Company for an aggregate consideration of €5,298,058, amounting to 54.4% of the Capital Increase without exercise of the increase option;
- Mr. Alexandre Walewski announced his intention to acquire a number of shares, through off-market transactions, during the priority subscription period of the Capital Increase, in order to maintain the Majority Group`s ownership (consisting of Mr. Alexandre Walewski, Société Holding de Gestion et de Location and Société Holding de Gestion et de Participation, the "Majority Group") at its current level. Mr. Alexandre Walewski announced that these off-market transactions would be executed at the same price as the Capital Increase, and the settlement and delivery of these off-market transactions will take place the same day as the settlement and delivery of the shares issued by the Capital Increase.
The Group is currently carrying out a strategic analysis to optimize its capital allocation and is conducting a review of its portfolio of assets and activities. These reviews may lead to the disposal or sale of certain assets, some of which may be material (equipment or sectors), on a short- or medium-term basis.
The Capital Increase is led by Gilbert Dupont, acting as Manager and Book runner.
MAIN TERMS OF THE CAPITAL INCREASE
The subscription price is €9.93 per share (with a nominal value of €8 per share and an issue premium of €1.93 per share, based on a subscription ratio of 1 new share for 6 existing shares, resulting in the issuance of 980,636 new shares and a maximum of 11,198,369 new shares in case of the exercise in full of the 15% increase option).
The subscription price represents a discount of 5% of Touax`s weighted-average closing share price for the three trading days prior to July 19, 2016.
Each shareholder of Touax shall be entitled to a priority subscription period for each share held as of the end of the July 20, 2016 trading day, for a period of time running simultaneously with the subscription period, i.e., from July 20, 2016 to July 22, 2016 included. The priority subscription right is neither assignable, nor tradable.
The offer will be open to the public in France only in addition to an international placement to institutional investors.
The subscriptions received through the public offering in France and during the priority subscription period will be received by CM-CIC Market Solutions. The subscriptions received through the international placement to institutional investors will be received by Gilbert Dupont.
Any shares not subscribed through irrevocable entitlement will be distributed and allocated to the holders having submitted additional subscription orders subject to reduction. The subscription orders subject to reduction will be satisfied within the limit of and proportionally to the demand, provided that fractions of new shares may not be allocated.
During the public offering, i.e., from July 20, 2016 to July 22, 2016, any person will be able to subscribe new shares of the Company.
The settlement and delivery of the new shares is expected to take place on July 28, 2016.
The new shares will be immediately fungible with existing shares of Touax and will carry full dividend rights from their issuance and for all future dividends decided by Touax as from this date.
The new shares will be listed and traded on the regulated market of Euronext Paris from July 28, 2016 on the same listing as the existing shares under ISIN code FR0000033003.
PROSPECTUS VISA GIVEN BY THE FRENCH STOCK EXCHANGE AUTHORITY
A French prospectus consisting of (i) Touax`s reference document filed with the Autorité des marchés financiers (the "AMF") on April 14, 2016 under number D. 16-0339 (the "Registration Document) and (ii) a securities note (including a summary of the prospectus) which received visa number 16-333 on July 19, 2016 (the "Prospectus"), is freely available at the registered office of Touax, Tour Franklin - 100-101 Terrasse Boieldieu - 92042 La Défense Cedex, France, on the Company`s corporate website (www.touax.com) and on the AMF`s website (www.amf-france.org).
The Company draws investors` attention to (i) the risk factors described on pages 19 to 34 of the Registration Document and in section 2 of the securities note as well as (ii) in section 3 of the securities note.
The summary of the Prospectus is included at the end of this press release.
Touax leases out tangible assets (shipping-containers, modular buildings, freight railcars and river barges) on a daily basis to more than 5,000 customers throughout the world, on its own and on behalf of third party investors. With more than €1.8 billion in assets under management, Touax is one of Europe`s leaders in the operational leasing of this type of materials.
Touax is listed in Paris on NYSE EURONEXT - Euronext Paris Compartment C (Code ISIN FR0000033003) and on the CAC® Small and CAC® Mid & Small indexes and in EnterNext© PEA-PME 150.
For more information: www.touax.com
Contacts:
TOUAX
Fabrice & Raphaël Walewski
Managing partners
touax@touax.com
Tel: +33 (0)1 46 96 18 00
ACTIFIN
Ghislaine GASPARETTO
ggasparetto@actifin.fr
Tel: +33 (0)1 55 88 11 11
DISCLAIMER
This press release does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for the new shares issued by the Company as part of the Capital Increase (the "New Shares").
No communication or information relating to the Capital Increase may be distributed to the public in a country where a registration obligation or an approval is required. No action has been or will be taken outside France in any country where such action would be required. The offering and the subscription of New Shares may be subject to specific legal and regulatory restrictions in certain jurisdictions; Touax accepts no liability in connection with a breach by any person of such restrictions. The distribution of this document in these and certain other countries may be restricted by law.
This press release constitutes an advertisement. It does not constitute a prospectus within the meaning of the Prospectus Directive (as defined below).
The offer and sale of New Shares will be carried out through (i) an international placement to institutional investors in France and outside France (except in the United States of America, Canada, Australia and Japan) to qualified investors in accordance with Article L. 411-2 II of the French Monetary and Financial Code and (ii) a public offer (offre au public) in France only after the granting of a "visa" by the French Autorité des marches financiers on the prospectus relating to the issuance and the admission to trading of the New Shares on the regulated market of Euronext Paris.
European Economic Area
In each of the Member States of the European Economic Area other than France which has implemented the Prospectus Directive (the "Relevant Member States"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), no action has been undertaken or will be undertaken to make an offer to the public of News Shares requiring the publication of a prospectus in any Relevant Member State, except that an offer to the public in that Relevant Member State may be made at any time with effect from and including the Relevant Implementation Date under the following exemptions under the Prospectus Directive:
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to any legal entity which is a qualified investor, as defined in the Prospectus Directive;
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to fewer than 150 legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer ; or
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in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that neither the Company nor any institution responsible for the placement shall be required to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this paragraph, (i) the notion of an "offer to the public of New Shares" 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 New Shares to be offered, thereby enabling an investor to decide to purchase or subscribe for New Shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive, and (ii) the expression "Prospectus Directive" means Directive 2003/71/EC of the European Parliament and Council of 4 November 2003 (and amendments thereto, including by Directive 2010/73/EU of the European Parliament and Council dated 24 November 2010), and includes any relevant implementing measure in each Relevant Member State.
This selling restriction is in addition to any other selling restriction applicable in those Member States who have implemented the Prospectus Directive.
United Kingdom
This press release is being distributed and is addressed only to (i) persons located outside the United Kingdom subject to applicable laws and regulations, (ii) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons designated by 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 Financial Instruments (as defined below) are intended only for Relevant Persons and any invitation, offer or contract related to the subscription, tender, or acquisition of the Financial Instruments may be addressed and/or concluded only with Relevant Persons. Any person other than a Relevant Person must abstain from using or relying on this press release and all information contained herein.
The institution responsible for the placement has acknowledged that:
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it has only communicated or distributed, caused to be communicated or distributed, will only communicate or distribute, and will only cause to be communicated an invitation or inducement to engage in investment activity within the United Kingdom within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of New Shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
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it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Financial Instruments in, from or otherwise involving the United Kingdom.
United States of America
This press release may not be published, distributed or transmitted in 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 any solicitation to purchase or an offer to purchase or to subscribe New Shares in the United States of America. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States of America, and may not be offered, sold, pledged or otherwise transferred in the United States of America, except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with applicable state securities laws. The New Shares will be offered or sold only outside of the United States of America in "offshore transactions" in accordance with Regulation S under the Securities Act. Touax does not intend to register all or any portion of the offering of the New Shares in the United States of America or to conduct a public offering of the New Shares in the United States of America.
In addition, until 40 days after date of the granting of a "visa" by the French Autorité des marchés financiers on the prospectus relating to the issuance and the admission to trading on the regulated market of Euronext Paris of the New Shares, an offer or sale of New Shares within the United States by a dealer (whether or not it is participating in the offering) may violate the registration requirements of the Securities Act.
Canada, Australia and Japan
The New Shares have not been offered, sold or sold and may not be offered, sold or purchased, in Canada, Australia and Japan.
Forward-looking statements
This press release includes forward-looking statements and information about the objectives of Touax, in particular, relating to its current or future projects. These statements are sometimes identified by the use of the future tense or conditional mode, as well as terms such as "estimate", "believe", "have the objective of", "intend to", "expect", "result in", "should" and other similar expressions. It should be noted that the realization of these objectives and forward-looking statements is dependent on the circumstances and facts that arise in the future. Forward-looking statements and information about objectives may be affected by known and unknown risks, uncertainties and other factors that may significantly alter the future results, performance and accomplishments planned or expected by the Company. These factors may include changes in the economic and commercial situation, regulations and those detailed in pages 19 to 34 of the reference document filed with the Autorité des marchés financiers (the "AMF") on April 14, 2016 under no. D. 16-0339 and in section 2 of the securities note (including a summary of the prospectus) which received visa number 16-333 on July 19, 2016.
Summary of the prospectus
AMF Visa No. 16-333 dated July 19, 2016
This summary consists of a key set of disclosures known as "Elements". These Elements are set out in five sections entitled Sections A to E and numbered from A.1 through E.7.
This summary contains all of the Elements required to be included in a prospectus summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering order of the Elements.
Even though an Element may be required to be provided in the summary for this type of securities and issuer, it is possible that no relevant information can be provided regarding such Element. In this case, a short description of such Element is included in the summary with the mention of "Not applicable".
| SECTION A - INTRODUCTION AND WARNINGS | ||
| Introduction and Warning to the reader | This summary must be read as an introduction to the Prospectus. | |
| Consent of the Company | Not applicable. | |
| Section B - Company | ||
| B.1 | Legal and commercial name | TOUAX SCA ("TOUAX SCA" or the "Company" and, together with all of its consolidated subsidiaries, the "Group"). |
| B.2 | Registered office | Head office: Tour Franklin - 23rd floor - 100-101, Terrasse Boieldieu - 92042 La Défense cedex. |
| Legal form | Corporate partnership limited by shares (société en commandite par actions). | |
| Applicable law | French law. | |
| Country of incorporation | France. | |
| B.3 | Operations and principal activities | TOUAX Group (as defined below) is a global service supplier in operational leasing, selling and management of standardised mobile equipment (shipping container equipment, modular buildings, freight railcars and river barges. The Group manages its own equipment as well as equipment for third-party investors). |
| B.4.a | Recent trends affecting the Group and its industry | Revenue for Q1 2016
The revenue of sales of equipment increased by 167.6%, mainly due to a recovery of the syndication of investors containers at the beginning of the year and an increasing volume of sales of containers and modules to our clients (+91.7%). The revenue of sales amounted to €34.4 million.
The revenue of the Shipping Container division amounted to €43.3 million for the 1st quarter of 2016 compared with €32.2 million for the 1st quarter of 2015, up by 28.5%, up by 34% (+31.6% with equivalent dollar rates). This increase is mainly due to a higher volume of sales of used containers to our clients and to syndications. TOUAX achieved a sale and leaseback transaction during the 1st quarter of 2016, for a volume that was higher than all syndication transactions achieved during 2015, but for which the commission only is recorded as revenue. Leasing activities slightly decreased to €23.8 million mainly due to deflationary market conditions. It should be noted that the price of steel and the price of new containers in China have increased since March 2016, that will result in a positive effect on leasing rates.
The revenue of the Modular Building division increased by 27.6% to €31.2 million compared to the 1st quarter of 2015. The revenue of leasing activities remains stable at €17.5 million. Equipment sales increase by 99% and amounts to €13.8 million, confirming the activity`s recovery.
The revenue of the Freight Railcars division increased by 18.3% to €9.3 million. This increase is mainly due to the management of a complementary fleet of railcars during the last quarter of 2015.
As of the date of the visa on the Prospectus, the Company obtained from the credit committees of its banks the approval to provide the Company with a non-depreciable term loan due May 31, 2017 for a total of €16.0 million, which proceeds will be used for the Group`s general financing needs.
The Group is currently carrying out a strategic analysis to optimize its capital allocation and is conducting a review of its portfolio of assets and activities. These reviews may lead to the disposal or sale of certain assets, some of which may be material (equipment or sectors), on a short- or medium-term basis. |
| B.5 | Description of the Group | The issuer is the holding company of TOUAX Group (the "Group" or the "TOUAX Group", consisting of the issuer and all of its consolidated subsidiaries). |
| TOUAX SCA, mother company | Country | Percentage | Company purpose | ||||||
| TOUAX Corporate | France | 100% | Service Company | ||||||
| TOUAX UK Ltd | United | 100% | Service Company | ||||||
| Shipping Containers business | |||||||||
| TOUAX Container | France | 100% | Service Company | ||||||
| TOUAX Container Leasing Pte Ltd | Singapore | 100% | Leasing of shipping containers | ||||||
| Gold Container Investment Ltd | Hong Kong | 100% | Sale of shipping containers | ||||||
| Touax Corp. | USA | 100% | Leasing and sale of shipping containers | ||||||
| Gold Container Corp. | USA | 100% | Leasing and sale of shipping containers | ||||||
| Modular Buildings business | |||||||||
| TOUAX Solutions | France | 100% | Leasing and sale of modular constructions | ||||||
| TOUAX Espana SA | Spain | 100% | Leasing and sale of modular buildings | ||||||
| TOUAX SRO | Czech republic | 100% | Modular Buldings assembly company | ||||||
| TOUAX SK Sro | Slovakia | 100% | Leasing and sale of modular buildings | ||||||
| TOUAX BV | Netherlands | 100% | Leasing and sale of modular buildings | ||||||
| TOUAX NV | Belgium | 100% | Leasing and sale of modular buildings | ||||||
| SIKO Containerhandel GmbH | Germany | 100% | Leasing and sale of modular buildings | ||||||
| TOUAX Sp.zo.o | Poland | 100% | Leasing and sale of modular buildings | ||||||
| TOUAX do Brazil | Brazil | 100% | Sale of modular buildings | ||||||
| TOUAX Modular Building USA, Llc | USA | 100% | Leasing and sale of modular buildings | ||||||
| TOUAX MAROC SARL | Marocco | 51% | Sale of modular buildings | ||||||
| RAMCO SARL | Marocco | 51% | Leasing of modular buildings | ||||||
| Touax Industrie Modulaire Algérie | Algéria | 25% | Sale of modular buildings | ||||||
| Freight Railcars business | |||||||||
| TOUAX Rail Ltd | Ireland | 100% | Leasing and sale of railcars | ||||||
| TOUAX Texmaco Railcar Leasing Pte | India | 39,0% | Leasing of railcars | ||||||
| CFCL TOUAX Llc | USA | 51% | Leasing and sale of railcars | ||||||
| River Barges business | |||||||||
| TOUAX River | France | 100% | Leasing and sale of river barges | ||||||
| TOUAX Leasing Corp. | USA | 100% | Leasing and sale of river barges | ||||||
| TOUAX Hydrovia Corp. | Panama | 100% | Leasing and sale of river barges | ||||||
| Eurobulk Transport Maatschappij BV | Netherlands | 100% | Leasing/ chartering of river barges | ||||||
| CS de Jonge BV | Netherlands | 100% | Leasing/ chartering of river barges | ||||||
| The percentages set forth below represent the percentages of share capital and voting rights, except for Touax Industrie Modulaire Algérie, in which the TOUAX Group holds 25% of the equity and 26.5% of the voting rights. | ||
| B.6 | Principal Shareholders | The table below presents the Company`s shareholding structure as of June 30, 2016, based on the information available to the Company on the date of the visa on this Prospectus. |
| As of June, 30 2016 | |||||
| Shareholders | Capital | Voting rights | |||
| Number of shares | % | Number of voting rights exercisable | % | of which, double voting rights | |
| Alexandre Walewski | 551,822 | 9.38 | 551,829 | 8.07 | 14 |
| Société Holding de Gestion et de Location | 631,660 | 10.74 | 1,097,578 | 16.05 | 931,836 |
| Société Holding de Gestion et de Participation | 645,966 | 10.98 | 1,125,767 | 16.46 | 959,602 |
| Majority Shareholders total | 1,829,448 | 31.09 | 2,775,174 | 40.58 | 1,891,452 |
| Zenlor | 306,535 | 5.21 | 307,535 | 4.5 | 2,000 |
| Argos | 295,550 | 5.02 | 295,550 | 4.32 | 0 |
| Public - registered shares | 33,670 | 0.57 | 50,522 | 0.74 | 33,704 |
| Public - bearer securities | 3,410,442 | 57.96 | 3,410,442 | 49.86 | 0 |
| Treasury shares | 8,171 | 0.14 | 0 | 0 | 0 |
| Total | 5,883,816 | 100.00% | 6,839,223 | 100.0% | 1,927,156 |
| The table below presents the Company`s shareholding structure after the Capital Increase (as defined below), before and after the potential exercise of the Increase Option (as defined below).
|
| After completion of the Capital Increase | ||||||||||
| Before exercise of the Increase Option | After exercise of the Increase Option | |||||||||
| Shareholders | Capital | Voting rights | Capital | Voting rights | ||||||
| Number of shares | % | Number of voting rights exercisable | % | of which, double voting rights | Number of shares | % | Number of voting rights exercisable | % | of which, double voting rights | |
| Alexandre Walewski | 551,822 | 8.04 | 551,829 | 7.06 | 14 | 551,822 | 7.87 | 551,829 | 6.93 | 14 |
| Société Holding de Gestion et deLocation | 656,836 | 9.57 | 1,122,754 | 14.36 | 931,836 | 656,836 | 9.37 | 1,122,754 | 14.09 | 931,836 |
| Société Holding de Gestion et de Participation | 746,670 | 10.88 | 1,226,471 | 15.68 | 959,602 | 746,670 | 10.65 | 1,226,471 | 15.39 | 959,602 |
| Majority Shareholders total | 1,955,328 | 28.48 | 2,901,054 | 37.10 | 1,891,452 | 1,955,328 | 27.89 | 2,901,054 | 36.41 | 1,891,452 |
| Zenlor | 306,535 | 4.47 | 307,535 | 3.93 | 2,000 | 306,535 | 4.37 | 307,535 | 3.86 | 2,000 |
| Argos | 373,092 | 5.44 | 373,092 | 4.77 | 0 | 373,092 | 5.32 | 373,092 | 4.68 | 0 |
| Public - registered shares | 33,670 | 0.49 | 50,522 | 0.65 | 33,704 | 33,670 | 0.48 | 50,522 | 0.63 | 33,704 |
| Public - bearer securities | 4,187,656 | 61.00 | 4,187,656 | 53.55 | 0 | 4,334,751 | 61.82 | 4,334,751 | 54.41 | 0 |
| Treasury shares | 8,171 | 0.12 | 0 | 0 | 0 | 8,171 | 0.12 | 0 | 0 | 0 |
| Total | 6,864,452 | 100.00% | 7,819,859 | 100.00% | 1,927,156 | 7,011,547 | 100.00% | 7,966,954 | 100.00% | 1,927,156 |
| Furthermore, Mr. Alexandre Walewski, who, as of the date of the visa on this Prospectus, holds 9.38% of the share capital of the Company and 8.07% of the voting rights, informed the Company about his intention to acquire a number of shares, through off-market transactions, during the priority subscription period of the Capital Increase, in order to maintain the Majority Group`s ownership (consisting of Mr. Alexandre Walewski, Société Holding de Gestion et de Location and Société Holding de Gestion et de Participation, the "Majority Group") at its current level. Mr. Alexandre Walewski informed the Company that these off-market transactions would be executed at the same price as the Capital Increase, and the settlement and delivery of these off-market transactions will take place the same day as the settlement and delivery of the shares issued by the Capital Increase. |
| After completion of the Capital Increase and the acquisition of a number of shares by Mr. Alexandre Walewski in order to maintain the Majority Group`s ownership at its current level | ||||||||||
| Before exercise of the Increase Option | After exercise of the Increase Option | |||||||||
| Shareholders | Capital | Voting rights | Capital | Voting rights | ||||||
| Number of shares | % | Number of voting rights exercisable | % | of which, double voting rights | Number of shares | % | Number of voting rights exercisable | % | of which, double voting rights | |
| Alexandre Walewski | 730,850 | 10.65 | 730,857 | 9.35 | 14 | 776,586 | 11.07 | 776,593 | 9.75 | 14 |
| Société Holding de Gestion et de Location | 656,836 | 9.57 | 1,122,754 | 14.36 | 931,836 | 656,836 | 9.37 | 1,122,754 | 14.09 | 931,836 |
| Société Holding de Gestion et de Participation | 746,670 | 10.87 | 1,226,471 | 15.68 | 959,602 | 746,670 | 10.65 | 1,226,471 | 15.39 | 959,602 |
| Majority Shareholders total | 2,134,356 | 31.09 | 3,080,082 | 39.39 | 1,891,452 | 2,180,092 | 31.09 | 3,125,818 | 39.23 | 1,891,452 |
| Zenlor | 306,535 | 4.47 | 307,535 | 3.93 | 2,000 | 306,535 | 4.37 | 307,535 | 3.86 | 2,000 |
| Argos | 373,092 | 5.43 | 373,092 | 4.77 | 0 | 373,092 | 5.32 | 373,092 | 4.68 | 0 |
| Public - registered shares | 33,670 | 0.49 | 50,522 | 0.65 | 33,704 | 33,670 | 0.48 | 50,522 | 0.63 | 33,704 |
| Public - bearer securities | 4,008,628 | 58.40 | 4,008,628 | 51.26 | 0 | 4,109,987 | 58.62 | 4,109,987 | 51.59 | 0 |
| Treasury shares | 8,171 | 0.12 | 0 | 0 | 0 | 8,171 | 0.12 | 0 | 0 | 0 |
| Total | 6,864,452 | 100.00% | 7,819,859 | 100.00% | 1,927,156 | 7,011,547 | 100.00% | 7,966,954 | 100.00% | 1,927,156 |
| B.7 | Selected key historical financial information | The tables below are taken from the Company`s consolidated balance sheet and income statement for the financial years that ended on 31 December 2015, 2014, and 2013 (audited), which were drawn up in compliance with International Financial Reporting Standards (IFRS) as adopted in the European Union. |
Key figures from the consolidated income statement
| December 31 | |||
| 2013 | 2014 | 2015 | |
| Leasing revenue | 206,104 | 206,189 | 224,975 |
| Sales of equipment | 143,158 | 172,502 | 123,265 |
| Total revenue | 349,262 | 378,691 | 348,240 |
| EBITDAR (EBITDA before distribution to investors) (1) | 102,487 | 94,923 | 96,701 |
| EBITDA (EBITDA after distribution to investors) (1) | 50,861 | 39,976 | 36,227 |
| Operating income | 7,349 | 4,098 | (13,120) |
| Consolidated net profit (loss), Group`s share | (15,303) | (12,921) | (23,955) |
| Net earnings per share (in euro) | -2.63 | -2.20 | -4.08 |
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EBITDA is equivalent to current operating income plus depreciation and provisions for fixed assets
Key figures from the consolidated balance sheet
| December 31 | |||
| 2013 | 2014 | 2015 | |
| Total assets | 744,568 | 724,560 | 689,506 |
| Gross tangible assets(1) | 681,675 | 683,882 | 695,704 |
| Net ROI(2) | 7.46 % | 5.85 % | 5.21 % |
| Total non-current assets | 562,836 | 542,007 | 523,829 |
| Shareholders` equity - Group`s share | 156,856 | 162,783 | 142,813 |
| Shareholders` equity - Total share | 184,405 | 184,692 | 162,778 |
| Minority interests | 27,549 | 21,909 | 19,965 |
| Gross debt | 453,589 | 439,106 | 401,244 |
| Net debt(3) | 399,565 | 358,020 | 354,499 |
| Dividend paid per share (in euro) | 0.5 | 0.5 | 0.5 |
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Gross tangible assets exclude the value of capital gains from internal transfers.
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Net Return on Investment: equal to EBITDA divided by gross tangible assets.
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Net debt is equal to gross debt minus available cash.
| Except to what is indicated in Item B.4a, there were no significant changes that affected the financial or commercial situation of the Company and there have been no significant deterioration to the Company`s outlook since 31 December 2015. | ||
| B.8 | Selected key pro forma financial information | Not applicable. |
| B.9 | Profit forecasts or estimates | Assumptions
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| B.10 | Qualifications in the audit reports on the historical financial information | Not applicable. |
| B.11 | Net working capital | The Group believes that as of the visa date of this Prospectus, it does not have sufficient consolidated working capital to honour all of the current obligations it will face over the next twelve months. The Group estimates that as of 31 July 2016, it will face a consolidated net working capital shortfall of €2.5 million. |
| Section C - Shares | ||
| C.1 | Type, class and identification number of the new shares | The new shares for which admission to trading on the regulated market of Euronext Paris ("Euronext Paris") is sought (the "New Shares") are ordinary shares of the same class as the existing shares of the Company, to be issued at a price of €9.93, including share premium (the "Capital Increase"). |
| C.2 | Currency | Euro |
| C.3 | Number of shares issued and par value | As of the date of visa on the Prospectus, the share capital amounts to 47,070,528 euro, fully paid-up, divided into 5,883,816 ordinary shares, par value €8. |
| C.4 | Rights derived from the New Shares | In accordance with current provisions of French law and the Company`s bylaws, the main rights attached to the New Shares are as follows:
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| C.5 | Restrictions on the free transferability of the shares | Not applicable. |
| C.6 | Admission | Application will be made for the New Shares to be listed and admitted to trading on Euronext Paris as soon as they will be listed, which is expected on July 28, 2016 on the same listing as the existing shares of the Company under ISIN code FR0000033003. |
| C.7 | Dividend policy | The Company has a policy of regular distribution of an annual dividend. The dividend varies according to the results. It has no set distribution rule such as a fixed percentage of net income or of the share price. |
| Amount per share (in euro) | Amount distributed (in euro) | |
| 2013 | 0.5 | 2,938,888 |
| 2014 | 0.5 | 2,938,264 |
| 2015 | / | / |
| SECTION D - RISKS | ||
| D.1 | Key risks related to the Company and its industry | Before making any decision to invest in the Company`s shares, prospective investors are invited to carefully review risk factors related to the Company and the Group, which are summarised below.
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| D.3 | Key Risks related to the shares | The main risks related to the issue of New Shares are as follows:
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| SECTION E - OFFER | ||
| E.1 | Total proceeds to be generated by the share issuance and estimate of the total expenses related to the issuance | For information purposes, the gross proceed and estimated net proceed of the share issuance will be as follows:
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| E.2a | Reasons for the offer / Use of the issuance`s proceeds | The proceeds from the Capital Increase will provide the Group with the necessary means to finance its general needs, limit liquidity risk, and give the Group the latitude it needs to finance and develop its activity. |
| E.3 | Terms and conditions of the offer | Capital Increase without preferential subscription right
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Indicative timetable
| June 29, | Publication in the BALO of the notice of suspension for the possibility of exercising bond options redeemable in cash and/or new and/or existing shares, which was to expire on 10 July 2020 (ISIN Code FR0012833077) ("ORNANEs"). |
| July, 18 2016 | Decision of the Managing Partners fixing the definitive modalities for the Capital Increase. |
| July 19, 2016 | French Stock Exchange Authority (AMF) visa for the Prospectus. |
| July 20, 2016 | Release of a press release from the Company describing the main characteristics of the Capital Increase and the conditions of availability of the Prospectus. |
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| July 22, 2016 | Closure of the priority subscription period, the Public Offer, and the order book to institutional investors. |
| July 26, 2016 | Signing of the investment contract. |
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| July 28, 2016 | Issuance of New Shares - Settlement-delivery. |
| Admission of New Shares for trading on the Euronext Paris market. | |
| August 16, | Planned ending date for the suspension period for exercising ORNANE bonds. |
| E.4 | Interests that may materially influence the issuance | The Lead Arranger and Book Runner and/or some of their affiliates have rendered and/or may render in the future various banking, financial, investment, commercial and other services to the Company and/or its affiliates, their shareholders or their corporate officers as part of the normal exercise of their functions. To this end they have received or may receive compensation. |
| E.5 | Person or entity selling shares / | Person or entity offering to sell their shares |
| E.6 | Amount and percentage of dilution resulting from the offer | Impact of the issuance on the shareholders` equity |
| Portion of shareholders` equity per share (in euro) | ||
| Non-diluted basis | Diluted basis | |
| Before issuing the New Shares arising from the Capital Increase | 15.32 | 15.80 |
| After issuing the 980,636 New Shares arising from the Capital Increase, in the absence of exercise of the Increase Option | 14.49 | 15.04 |
| After issuing the 1,127,731 New Shares arising from the Capital Increase, in case of exercise in full of the Increase Option | 14.40 | 14.95 |
| Impact of the issuance on the holding of a shareholder |
| Shareholder`s ownership | ||
| Non-diluted | Diluted | |
| Before issuing the New Shares arising from the Capital Increase | 1% | 0.82% |
| After issuing the 980,636 New Shares arising from the Capital Increase, in the absence of exercise of the Increase Option | 0.86% | 0.72% |
| After issuing the 1,127,731 New Shares arising from the Capital Increase, in case of exercise in full of the Increase Option | 0.84% | 0.71% |
| E.7 | Estimated expenses charged to the investor by the Company | Not applicable. |
Touax - launch of a capital increase without pref. subscription rights
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Source: TOUAX via GlobeNewswire
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