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
BY THE FRENCH FINANCIAL MARKET AUTHORITY (AUTORITÉ DES MARCHÉS FINANCIERS OR AMF) ON 17 OCTOBER 2012 AND THE CAPITAL INCREASE WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS FOR AN AMOUNT TOTALLING €71 MILLION
TO ACCELERATE ITS DEVELOPMENT IN THE MARKETS OF EMERGING POWERS FOR WORLDWIDE EVENTS
TERMS AND CONDITIONS OF THE CAPITAL INCREASE WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS:
SUBSCRIPTION PARITY OF 2 NEW SHARES FOR 13 EXISTING SHARES
SUBSCRIPTION PRICE PER SHARE: €14,09 PER NEW SHARE
SUBSCRIPTION PERIOD: 9 NOVEMBER 2012 TO 22 NOVEMBER 2012 INCLUSIVE.
TAKE-UP COMMITMENT OF POLYGONE FOR UP TO €22,2 MILLION AND SOFINA FOR UP TO €3,7MILLION
UNDERWRITING AGREEMENT WITH CM-CIC SECURITIES FOR UP TO 75% OF ITS AMOUNT
GL events (the "Company") announced the approval for registration on 5 November 2012 by the French Financial Market Authority (Autorité des Marchés Financiers or "AMF") of the prospectus for the capital increase with pre-emptive subscription rights for existing shareholders under No. 12-530 and consequently fulfilled the last conditions precedent for completion of actions provided for under the investment agreement concluded with Sofina (1).
In consequence, on 5 November 2012 the Chairman-Chief Executive Officer of the Company decided on to proceed with the capital increase by consideration in cash reserved for Sofina (2) and the capital increase maintaining the pre-emptive subscription rights of existing shareholders. Today GL events announces the final terms and conditions of these two rights issues.
(1) See press release of 21 September2012.
(2) For the capital increase reserved for Sofina a prospectus was approved for registration by the AMF on 17 October 2012 under No. 12-503.
On 31 October 2012, GL events' Board of Directors delegated its authority to the Chairman-CEO to implement the capital increase reserved for Sofina authorised by the shareholders' general meeting of 31 October 2012, and the capital increase maintaining pre-emptive subscription for existing shareholders authorised by the shareholders' general meeting of 27 April 2012. On 5 November 2012, GL events' Chairman-CEO set the final terms and conditions for these two rights issues.
The capital increase reserved for Sofina was decided for an amount totalling €28.499.998,86 million, including a nominal amount of €6.838.632 and total share premium of €21.661.366,86 through the issuance of 1.709.658 ordinary shares at a price per share equal to €16,67, or a nominal value of €4 plus share premium per share of €12,67. It will be realised on 7 November 2012, prior to the opening of the subscription period for the capital increase with pre-emptive subscription rights. On completion of this reserved capital increase , Sofina will hold 8,71% of GL events' capital.
The capital increase with pre-emptive subscription rights that Polygone SA, the holding company that controls GL events, and Sofina will take up for the amounts of their respective pre-emptive subscription rights, shall be carried out by issuance of a maximum number of 3.020.522 ordinary shares with a subscription price of €14,09 per new share or gross proceeds of €42.559.154,98. The terms and conditions of this rights issue are presented below.
Sofina will also acquire a minority interest in Polygone SA by acquiring a stake of approximately 3.96% in Polygone's share capital from the founders, combined with a reserved capital increase and subscription for ORA bonds (obligations remboursables en actions) redeemable in 695,603 existing GL events shares in 2017 at the latest (subject to possible legal or contractual adjustments) for a total amount of €32 million.
Pursuant to these different actions, Sofina will immediately hold after their completion 8,71% of the share capital of GL events and 8.37% of the share capital of Polygone SA (in the case where the capital increase with pre-emptive subscription rights is fully taken up). In conjunction with Sofina's acquisition of holdings in the capital of GL events and Polygone SA a shareholders agreement has been concluded constituting an action in concert between Sofina, Olivier Ginon, Olivier Roux, Le Grand Rey and Polygone SA vis-à-vis GL events. On 16 October 2012 the latter requested and obtained from the AMF a determination by said authority providing for a waiver from the obligation to file a draft public offer for the Company's shares (Decision No. 212C1383 available for consultation at the AMF website).
In line with its strategy, GL events Group intends to leverage its status as a European leader to effectively manage its costs and margins, while taking advantage of development opportunities, particularly in venue management. On this basis, it today intends to accelerate its expansion in major international regions outside of Europe, by developing solid bases in "emerging powers" for global events like Brazil, Russia, China, and selected African and Middle Eastern countries, with Turkey as a priority.
These "emerging powers" have a combined GDP comparable to the European Union and the US, and will host many major sports events over the next 10 years. With their strong economic momentum and improving infrastructures, they should experience exceptional development in their event industry and business tourism markets.
With a very strong track record for many of these destinations, the expertise of its teams and high-quality assets, GL events is well-equipped to pursue rapid, solid and lasting development.
The development projects present multiple interests for the Group. They must in effect contribute to accelerating the Group's growth, improving its margins and accelerating the turnover of Group assets. To successfully carry out these projects and capture future growth, the Group estimates the amount of funds for development investments by 2016 at €150 million, mainly for "long-term assets" supplemented by acquisitions of reasonably-sized local companies.
The Group today seeks to achieve the right balance between internal financing, by generating significant cash flows over the 2012-2016 period, and the need to strengthen its equity, both to take advantage these opportunities and position itself for 2013-2016 with this exceptional calendar of events.
Main terms and conditions of the capital increase with pre-emptive subscription rights
Each shareholder of GL events will receive one pre-emptive subscription right per share held at the close of the trading on 8 November 2012. The new shares will be taken up at a subscription price of €14,09 per share (or a nominal amount of €4 per share and share premium of €10,09 per share) on the basis of 2 new shares for 13 pre-emptive subscription rights. The subscription price includes a discount of 16,63% in relation to the theoretical closing price of the GL events share after the reserved capital increase on 2 November 2012 and 14,76% in relation to the theoretical value of the share ex-rights.
Subscription for excess shares without trading rights (à titre réductible) will be admissible though subject to reduction in the case of oversubscription. New shares not taken up by applications on the basis of irrevocable entitlement (à titre irréductible) will thus be distributed and allocated to subscribers for excess shares subject to reduction.
This offer will be open to the public exclusively in France.
Take-up commitments of the main shareholders
Polygone SA and Sofina, holding respectably 52,30% and 8,71% of the share capital of GL events after completion of the reserved capital increase, have undertaken to take up the capital increase with pre-emptive subscription rights for the amounts of their respective rights, i.e. to take up respectively 1.579.831 and 263.024 new shares .
Underwriting of the issue
An underwriting agreement for the issuance of new shares was concluded on 5 November 2012 between the Company and CM-CIC Securities covering 422.538 new shares, to guarantee at least 75% of the capital increase in light of the take-up commitments of Sofina and Polygone SA described above. The underwriting agreement may be terminated only if Sofina for Polygone SA do not take up the newly issued GL events shares in violation of their aforementioned commitments.
The subscription period for new shares will commence on 9 November2012 and expire on 22 November 2012 at the close of trading. During this period, the subscription rights will be negotiable and traded on the regulated market of NYSE Euronext Paris (ISIN code FR0011352384).
The expected date for settlement and delivery for the new shares will be 4 December 2012 and the date for their admission to trading on the regulated market NYSE Euronext Paris (Compartment B) 5 December 2012. The new shares will have a date of record and carry rights to dividends on the first day of the fiscal year in which the capital increase was carried out as well as rights to all distributions decided by the Company as of this date; These shares shall be immediately fungible and rank pari passu with the Company's existing shares and traded on the same line under ISIN code FR0000066672.
A prospectus drafted in French comprising (i) the registration document of GL events filed with the AMF on 11 April 2012 (No. D.12-0319), (ii) the update of this registration document filed with the AMF on 17 October 2012 (No.D.12-0319-A01) and (iii) a transaction memorandum (including the prospectus summary), having been approved for registration by the AMF (No. 12-530) on 5 November 2012 is available free of charge at the registered office of GL events, Route d’Irigny, Zone industrielle, 69530 Brignais, and may be consulted or downloaded from the websites of GL events (www.gl-events.com) as well as the AMF (www.amf-france.org).
GL events refers the attention of readers to the risk factors presented on pages 34 to 38 of the registration document, pages 38 to 41 of the update of the registration document and Chapter2 of the transaction memorandum.
2012 annual revenue: 29 January 2013 (after the close of trading)
This press release does not constitute an offer to subscribe for or buy securities of GL events in France, the United States, the United Kingdom, Canada or any other any jurisdiction.
The information contained in this press release may not be used as the basis for a decision on whether or not to acquire or subscribe for securities of GL events. GL events shareholders and the investors are, as applicable, invited to carefully read the full content of the prospectus having been approved for registration by the French financial market authority (Autorité des Marchés Financiers or AMF) on 5 November 2012 under No. 12-530.
No disclosures or other any information relating to the issue of GL events shares (the "Shares") may be distributed to the public in any jurisdiction where a registration or approval is required. No formalities have been or will be undertaken in any jurisdiction outside France where such measures would be required. The offering or subscription of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions GL events assumes no liability for any violation of any such restrictions by any party whatsoever.
This press release is a notice of a promotional nature and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 as amended (to the extent it has been implemented in the relevant Member State of the European Economic Area).
This communication does not, and shall not constitute a public offering nor a solicitation to the public in connection with a public offering. The distribution of this press release in certain countries may constitute a violation under applicable provisions. With respect to European Economic Area Member States other than France having transposed the Prospectus Directive, no measures have been taken and none shall be taken to permit a public offer of securities that are the subject of this press release that would render necessary the publication by GL events of a prospectus in any of Member State other than France. In consequence, the Shares may not be offered and will not be offered in any Member States other than France, except in accordance with an exemption provided for under the Prospectus Directive.
For the purposes of this provision, the "Prospectus Directive" refers to Directive 2003/71/EC (and its amendments, including the Directive of 2010 amending the Prospectus Directive, where this latter has been transposed in the relevant Member State), and includes all measures of transposition appropriate in the relevant Member State. The term " Directive of 2010 amending the Prospectus Directive" refers to Directive 2010/73/EU.
With respect to the United Kingdom, this press release is directed only at (i) persons located outside the United Kingdom, (ii) that are investment professionals (having professional experience in matters relating to investments) within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order "), (iii) "high net worth entities" or any other persons falling within Article 49(2) (a) to (d) ("high net worth companies", "unincorporated associations" , etc.) of the Order, or (iv) persons authorised by law to be sent this Prospectus (hereafter referred to jointly as "Relevant Persons").". This document is addressed exclusively to Relevant Persons and may not be used by any person other than a Relevant Person. Any investment or investment activity to which this press release refers is accessible exclusively to the Qualified Investors and only Relevant Persons are authorised to engage in such investments or investment activities.
With respect to the United States of America, this press release may not be and must not be published, distributed or forwarded to or distributed directly or indirectly into the United States, including the States and territories thereof. This press release does not constitute an offer of financial instruments in the United States of America. The Shares and the pre-emptive subscription rights have not been and will not be registered within the meaning of the U.S. Securities Act of 1933 as amended (the "Securities Act") or the securities laws of any State of the United States or other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from registration requirements provided for under the Securities Act. GL events does not intend to register all or part of the offering in the United States or proceed with a public offering in the United States.
The information contained in this press release does not constitute an offer of securities in Australia, Canada or Japan In consequence, this press release may not be published, forwarded or distributed, directly or indirectly in Australia, Canada or Japan.
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
Erick Rostagnat - Managing Director Corporate Finances and Administration:
Tel : +33(0)4 72 31 54 20