As an integrated Group operating in all event professions, GL events works in three major segments:
event organisation, event venue management and services for fairs, congresses and events.
© Odile Decq architect / Felice Varini – Altitude 150
Générale Location today announced a capital increase through the issuance of shares with equity warrants (ABSA or Actions assorties de Bons de Souscription d'Actions) providing for a priority period for shareholders.
This offering will provide GL with the financial flexibility to pursue its growth strategy combining dynamic commercial expansion with relutive efficiently managed acquisitions under optimal conditions (GL notably announced on 11 June 2003 its acquisition of Cofrata, a convention engineering specialist).
Pursuit of ambitious growth strategy
GL will in this way benefit from additional resources to reinforce its competitive advantages and complete its unique portfolio of services ranging from the Venue Management to the engineering and full realisation of events
Olivier Ginon, Chairman, stated: "Supported by a strong profitable long-term growth dynamic, GL has met its objectives. This offering will give us the resources to further develop in three strategic directions:
1- strengthen our international position in Europe (Switzerland, Benelux, Spain, United Kingdom, Italy) and eventually the U.S..
2- acquire new areas of expertise or complementary businesses
3- add management concessions for new venues in France and other countries."
Improve the Group's financial structure
This issue will enable GL to reduce its debt.
With a debt-to-equity ratio at 2002 year-end of 59% (recently increased to 66.7% following the acquisition of Cofrata) GL's goal is to reduce this ratio to below 50%.
Presentation of the issue
The capital increase provides for the issue of shares with equity warrants (ABSA) for an amount of €13.4 million which may be increased to approximately €15.4million if an option to increase the initial amount is exercised.
The issue entails the waiver of preemptive rights of existing shareholders and provides for a priority period.
The subscription period will begin on Friday 27 June 2003 and end on Thursday 3 of July 2003 inclusive. GL shareholders will benefit from a priority period from Friday 27 June 2003 to Tuesday 1st June 2003 inclusive entitling them to 1 ABSA for every 13 existing shares they own.
The subscription price is €14.50 for each new share.
The majority shareholder, Polygone SA, which owns 60.7% of the capital and 67.99% of the voting rights, has indicated its intention to subscribe for the maximum amount to which it is entitled on the basis of these rights.
Every share issued will be attached to one equity warrant (BSA).
2 BSA warrants will confer a right to subscribe for 1 new Générale Location share with an option price of €18.
The exercise period for BSA warrants will be approximately 36 months and they will be listed on the Second Marché of Euronext Paris starting 9 July 2003.
The capital increase is sponsored by Vizille Capital Finance, CIC Lyonnaise de Banque and CIC Securities, a specialized broker-dealer.
The French-language version of the prospectus for the capital increase was approved by the Commission des Opérations de Bourse under number 03-606 dated 24 June 2003.
Notice to prospective investors: The Commission des opérations de bourse calls the public's attention to the explanations provided in the prospectus on the method used to determine the value of the equity warrants and the assumptions retained in the calculation and to the fact that these assumptions do not reflect the historical volatility of the company's share performance".
Copies of this prospectus can be obtained free of charge from Générale Location's headquarters, route d'Irigny ZI Nord 69530 Lyon Brignais, and from establishments authorized to receive subscription applications. Copies can also be obtained from the websites www.generale-location.com and www.cob.fr
A joint-stock company (société anonyme) with a capital of €48,147,248.
Registered office: Route d'Irigny, zone industrielle, 69530 Brignais.
351 571 757 R.C.S. Lyon.
SUMMARY OF THE OFFERING MEMORANDUM ("NOTE D'OPERATION")
PUBLIC OFFERING IN CONNECTION WITH A CAPITAL INCREASE THROUGH THE ISSUE OF SHARES WITH EQUITY WARRANTS
ENTAILING WAIVER OF THE PREEMPTIVE RIGHTS OF SHAREHOLDERS AND PROVIDING FOR A PRIORITY PERIOD
The legal notice will be published in the 'Bulletin des Annonces Légales Obligatoires' of 27 June 2003.
CHARACTERISTICS OF THE OFFERING
Proceeds of the offering
The purpose of this offering by Generale Location is to:
1) partially finance an acquisition, in line with the Group's growth strategy seeking to strengthen its position in Venue and Event Management while pursuing growth in Global Services and in this way complete Generale Location's "unique" vertical offer, providing customers with a comprehensive chain of integrated services.
2) strengthen its financial structure to enable the Group to continue to study potential acquisitions in accordance with market opportunities,
By virtue of the authorization granted in resolution thirteen of the combined shareholders' meeting of Thursday 20 June 2002 for a maximum period of 26 months to proceed with an increase of capital entailing the waiver of the preemptive subscription rights of shareholders not to exceed a nominal amount of €35 million.
The Board of Directors' meeting of 2 June 2003 voted in favor of the principle of the issue of new shares by virtue of article L 225-129 V, vesting its Chairman, Mr. Olivier Ginon, with the authority to establish all terms and conditions and, when applicable, choose to increase the number of shares issued by 15%.
Within the framework of said authorization, Olivier Ginon, Chairman, decided on 20 June 2003 to increase the share capital by a nominal amount of €3,703,632 through the issuance of 925,908 new shares with equity warrants (ABSA). Each ABSA with a nominal value of €4 shall be issued at a unit price of €14.5 per share with share premium in consequence of €10.5 per share. This issue entails the waiver of shareholders' preemptive rights but provides for a priority period on the basis of 1 ABSA for every 13 existing shares held.
Date of record of the new shares:
The date of record of new shares will be 1 January 2003. The new shares will be identical to existing shares as soon as they have been issued.
Estimated amount of the issue:
The estimated amount of the issue is approximately €13.4 million which may be increased to €15.4 if the option to increase the initial amount is exercised.
The Company must issue 925,908 shares , each with one 1 warrant attached (hereafter "ABSA")
Option to issue additional shares:
This number may be increased to a maximum of 1,064,794 new shares if the option providing for a 15% increase (i.e. 138,886 additional shares) is exercised according to the terms provided for in this document.
Nominal value of the shares:
Issue price: €14.5
The issue price of the ABSA of €14.5 fixed by the Chairman of the Company on 20 June 2003 as well as of the shares resulting from the exercise of the BSA warrants of €18, is as provided by law equal to at least the average trading price for the shares during 10 consecutive trading days selected from among the 20 trading days preceding the beginning of the issue, i.e. an average of €14.34 based on the average trading price for the period from 6 to 19 June 2003 inclusive
Preemptive subscription rights of shareholders:
Shareholders have waived their preemptive rights to subscribe for shares by virtue of resolution thirteen of the combined meeting of the shareholders of 20 June 2002.
Subscription for 925,908 shares issued is reserved in priority in favor of existing shareholders who shall benefit from a preferential right to subscribe to said shares from 27 June to 1st July 2003 inclusive on the basis of 1 ABSA for 13 existing shares.
Public offering period: 27 June to 3 July 2003 inclusive.
Listing of the new shares:
Application for the admission of the new shares for trading on the Second Market of Euronext Paris will be made to be listed as of 10 July 2003 on the same line as to existing shares (code Euroclear France : 6667). As soon as issued, the equity warrants will be detached from the shares and listed separately.
Share price (Euronext Paris Second Market):
High/low since 1 January 2002 : high: €19.65; low: €10.20; last trading price on 20 June 2003: €14.30
Each share will be attached to 1 warrant (bon de souscription d'actions or "BSA"), i.e. 925,908 warrants, which may be increased to 1,064,794 warrants.
BSA warrant holders may subscribe for Generale Location shares at any time, after registration in an account of record, until 7 July 2006 inclusive, i.e. approximately (36) months. The BSA warrants not exercised by 7 July 2006 at the latest will lapse.
Exchange ratio - Exercise Price:
Two (2) BSA warrants (the exchange ratio) will confer a right to subscribe for 1 new GENERALE LOCATION share at the issue price of €18.
Listing of BSA warrants:
An application for the admission of BSA warrants for trading on the Second Market of Euronext Paris will be made to be listed starting 10 July 2003.
Listing of the shares resulting from the exercise of BSA warrants:
An application for the admission to trading of shares resulting from the exercise of the warrants will be made with the Second Market of Euronext Paris.
Date of record for shares resulting from the exercise of BSA warrants:
The record date of the new shares subscribed pursuant to the exercise of BSA warrants will be the first day of the financial year in which said warrants have been exercised.
Intentions of the principal shareholders:
The majority shareholder, Polygone SA, representing 60.70% of the capital and 67.99% of the voting rights, has indicated its intention to subscribe for the maximum amount authorized by said rights, i.e. €8,150,000. The financing of the subscription by Polygone will be assured by an increase of capital of Polygone SA in connection with the interest acquired by the company Aquasourca in September 2002 for €5 million with the balance to be financed by a loan secured for this purpose.
Banque de Vizille which owns 7.12% of the capital and 9.10% of the voting rights also indicated its intention to subscribe for the maximum amount permitted by its rights, i.e. €956,000. It also indicated its intention to subsequently proceed to the resale of 2% of the capital that it currently holds.
Underwriting of the offering:
Vizille Capital Finance in accordance with article L 225 145 of the Nouveau Code de Commerce, provided an irrevocable underwriting guarantee in connection with the capital increase for this subscription for 925,908 new shares at a unit price of €14.5 on 20 June 2003.
Timetable of the offering:
Authorization of the COB n° 03-606: 24 June 2003
publication of the notice in the Balo: 27 June 2003
opening of the priority and placement period: 27 June 2003
closure of the priority period: 1st July 2003
closure of the placement period: 3 July 2003
settlement-delivery and quotation of new shares: 10 July 2003
applications for subscription and payments made within the priority period shall be made to CIC Lyonnaise de banque as a financial intermediary for Générale Location shares.
Subscriptions made in connection with the public offering shall be made to CIC Securities. Payments will be made to CIC Lyonnaise de Banque.
Availability of the prospectus :
The prospectus is comprised of the shelf registration document (document de référence) filed with the Commission des opérations de bourse on 19 May 2003 D03.713 and the French language version of this information memorandum (note d'opération).
Copies of this information memorandum and the document de référence can be obtained from the headquarters of Generale Location, and from establishments authorized to receive subscription applications. The documents can also be obtained from the Generale Location's website (www.generale-location.com -heading : infos finance)
Next information date : 2003 first half sales, 24 July 2003
GL events, bringing people together
Managing Director Corporate Finances and Administration : Erick ROSTAGNAT
Telephone : + 33 4 72 31 54 20
Fax : + 33 4 26 20 42 00
Email : firstname.lastname@example.org
Code ISIN : FR0000066672
Code Bloomberg : GLO FP
Code Reuter : GLTN.PA
Code FTSE : 581