Regulatory News:
Claranova (Paris:CLA):
This press release may not be published, transmitted or
distributed, either directly or indirectly, in the United States,
Canada, Australia or Japan.
This press release does not constitute an offer for
securities or any solicitation to buy or subscribe to securities in
the United States of America or in any other country. Securities
may only be offered, subscribed to or sold in the United States of
America following registration under the US Securities Act of 1933,
as amended ("US Securities Act"), or as part of an exemption to
this registration requirement. Claranova's securities have not, nor
will be, registered under the U.S. Securities Act and Claranova has
no intention of making a public offer for its securities.
The Bonds (as defined below) shall be the subject of a
private offering only with qualified investors. The Bonds may not
be offered or sold or made available in any way to retail investors
(as defined below). No key information document, as defined in the
PRIIPs Regulation, has been, or will be, prepared.
Claranova (the "Company") is launching today the issue of
net share settled bonds convertible into new shares and/or
exchangeable for existing shares (ORNANE) (the "Bonds") to
qualified investors with a maximum par amount of EUR 29
million.
Use of the proceeds from the Bond issue
The net proceeds of the bond issue will be used to fund, on the
one hand, the takeover by its Avanquest division of the Canadian
companies Upclick, Lulu Software (SodaPDF) and Adaware, announced
in March 20181 and which should be completed before 1 July 2018,
for approximately EUR 13 million2 and the remainder for Claranova’s
general financing needs.
Upclick, Lulu Software and Adaware make up an international
group in the Internet sector, present in most countries of the
world, and with positions in the following three activities:
- e-commerce transaction management
through Upclick, one of the most modern platforms in the
world;
- PDF applications and document
management with Lulu Software, one of the world’s major
players for PDF solutions through its SODA PDF product line;
- Internet security with Adaware
anti-virus and security solutions, known worldwide.
Overall, the Group's activities represent consolidated revenue
of around USD 34.7M, with EBITDA of USD 5.3M3.
Avanquest and these companies have already been collaborating
for many years and their employees have extensive experience in
team projects and clients with similar profiles. This operation
will make it possible to combine existing offers from both groups:
Avanquest through its software, e-mail, cashback and product
catalog, together with security solutions (Adaware), PDF tools
(Lulu) and e-commerce (Upclick).
The integration of these new entities should generate
significant synergies in the future, leading to a dramatic
improvement in Avanquest’s margin ratio and represents the first
step in the ambition to turn Avanquest into a European leader in
monetising Internet traffic, with the aim of this division
achieving medium-term revenue of
EUR 100M with profitability of 15%-20% (in terms of
EBITDA4), provided that market conditions are favourable.
The acquisition of Upclick, Lulu Software and Adaware remains
subject to certain conditions precedent being met before 1 July
2018, including the final approval by the Supervisory Board of
Claranova.
Timetable
The Bonds are expected to be issued at par value on 19 June
2018, the expected date of settlement and delivery of the
Bonds. They will be redeemable at par value on 1 July 2023
(or the next business day if this date is not a business day).
The closing of the order book and the setting of the final terms
and conditions of the Bonds are scheduled for 15 June 2018
at the latest. The Company will announce the result of the offering
and the final terms for the Bonds as soon as possible in a press
release.
Main conditions of the Bonds
The Bonds will bear interest at an annual par rate of
5.0%, payable annually at term on 1 July each year (or on the
following business day if one of these dates is not a business
day), and for the first time on 1 July 2019 (the first coupon will
be calculated pro rata).
The par value of the Bonds of EUR 1.10 should result in
an issue premium of approximately 20% in relation to the
reference5 Claranova share price on the regulated Euronext market
in Paris ("Euronext Paris").
Early redemption of the Bonds by the Company’s
decision
The Bonds may be redeemed early on the initiative of the Company
under certain conditions, including in the following cases:
- at any time, for all or part of the
Bonds, without limitation of price or quantity, by purchases on the
stock exchange or off-exchange or by buyback or exchange
offers;
- at any time up to the normal redemption
date, for all Bonds remaining in circulation, subject to at least a
30 trading days’ notice, per par value plus interest accrued since
the last payment date until the date set for the early redemption,
if the arithmetic average, calculated over 20 consecutive trading
days among the 40 days preceding the publication of the notice of
early redemption, of the proceeds of the first quoted prices of the
Claranova shares observed on Euronext Paris and the conversion
ratio in effect at each date exceeds 135% of the par value of the
Bonds;
- at any time, for all outstanding Bonds,
subject to at least a 30 trading days' notice, by par redemption
plus accrued interest, if their outstanding number is less than 10%
of the number of Bonds issued.
Early redemption of Bonds at the option of Bondholders in the
event of a change of control
In the event of a change of control of the Company, any
Bondholder may, at his or her sole discretion, request the early
redemption in cash of all or part of the Bonds he or she owns, at a
price equal to the par value plus accrued interest.
Conversion Right
Bondholders shall have a conversion right that they may exercise
at any time from the date of issue to the twenty-ninth trading day
(inclusive) preceding the normal or early redemption date.
The conversion rate of the Bonds is one share for one Bond,
subject to subsequent adjustments.
In the event of the exercise of the conversion right, the
Bondholders shall receive, at the Company’s decision, either only
an amount in cash, or the combination of an amount in cash and new
and/or existing Claranova shares or only new and/or existing
Claranova shares. The new and/or existing Claranova shares, if any,
will bear current dividend rights.
Dilution
As an illustration, considering a Bond issue in an amount of
EUR 29 million, a par value of the Bonds of EUR 1.10, the
dilution would be 6.7% of the Company's current share capital if
the Company decides only to issue new shares and 1.74% if
the Company decides to settle the par value of the Bonds in cash,
and in new shares the difference between the conversion value of
the Bonds and their par value (assuming a conversion value of
EUR 1.49 corresponding to 135% of the par value of the Bonds, the
threshold at which the Company may exercise its early redemption
option for the Bonds, corresponding to an approximately 60%
increase in the share price).
Intentions - Commitments
The members of the Company's Supervisory Board and Management
Board have not communicated to the Company an intention to
subscribe to this issue.
As part of the issue, the Company has made a commitment to
abstain from market participation for 90 calendar days from the
settlement date, subject to certain exceptions.
Legal framework of the issue – Offering – Admission to
trading on Euronext Access
The issue of the Bonds will be carried out without preferential
subscription rights or shareholders’ subscription priority periods
pursuant to the Sixth Resolution of the Extraordinary General
Shareholders’ Meeting of 7 June 2017, in which the shareholders
decided to waive their preferential subscription rights to the
Bonds.
The Bonds will only be the subject of a private offering in the
Member States of the European Economic Area (to the exclusion of
any other country including the United States of America, Canada,
Australia and Japan) to persons covered by Article L.411-2-II of
the French Monetary and Financial Code (excluding any retail
investor within the meaning of the PRIIPs Regulation).
The Bonds will be the subject of an application for admission to
trading on the Euronext Access market (ISIN: FR0013342425). The
admission to trading of the Bonds is scheduled for 19 June
2018.
Octo Finances acts as manager and bookrunner for the
transaction.
Public information
The offer of the Bonds will not give rise to the preparation of
a prospectus submitted for approval to the French Autorité des
marchés financiers (the “AMF”).
Detailed information about Claranova, including information on
its business, financial results, outlook and the related risk
factors, can be found in the Company's registration document filed
with the AMF on 3 October 2017 under number D.17-0964 (the
“Registration Document”) and in the Company’s six month financial
report at 31 December 2017, published on 28 March 2018, which may
be consulted, together with the other regulated information and all
the Company’s press releases on the Claranova website
(www.claranova.com).
Claranova draws the public’s attention to the risk factors
presented on pages 15 to 19 of the Registration Document.
Important information
This press release does not constitute an offer to subscribe and
the offering of the Bonds will not constitute an offer to the
public in any country including France.
About Claranova:
A global Internet and mobile player, Claranova is one of the few
French companies in this sector to post sales of over EUR 130
million, more than half of which is generated in the United States.
Claranova focuses its strategy on three areas of business – digital
printing through the Group’s PlanetArt division, management of the
Internet of Things (IoT) via the myDevices division and e-commerce
through the Avanquest division:
- PlanetArt: A world leader in mobile
printing, specifically via the FreePrints offer – the cheapest and
simplest way to print photos from a smartphone – FreePrints is
already a must-have for several million customers, a figure that
has grown every year since its launch;
- myDevices: A global platform for IoT
(Internet of Things) management enabling major corporations from
different business sectors to quickly develop and roll out IoT
solutions for their customers;
- Avanquest: the Group’s legacy activity
covering the distribution ot third-party software, a business that
is shifting towards the monetisation of Internet traffic.
For more information on the Claranova group: www.claranova.com
or www.twitter.com/claranova_group.
WARNING
This press release is not intended for distribution in the
United States of America, Canada, Australia or Japan, either
directly or indirectly.
The information contained in this press release does not
constitute an offer of securities for sale in the United States of
America, Canada, Japan or Australia.
No communication or other information in respect of the issue by
Claranova of Bonds redeemable in cash and/or in new or existing
shares (the "Bonds") may be released to the public in a country in
which any approval or registration is required. No steps to such
end have been taken or will be taken by the Company in any country
in which such steps would be required other than France. The issue
of or the subscription for Bonds may be subject to specific legal
or regulatory restrictions in certain countries; Claranova
takes no responsibility for any violation of any restrictions by
any person.
This press release has been issued for promotional purposes and
not as a prospectus within the meaning of the Prospectus Directive
(as defined below).
This press release does not constitute and should not be
considered as a public offering, an offer to subscribe, or as a
means of soliciting public interest in a public offering.
The Bonds will be the subject of a private placement only in the
European Economic Area Member States (excluding any other
countries, including the United States of America, Canada,
Australia and Japan), with persons referred to in Article L.
411-2-II of the French Monetary and Financial Code (excluding any
retail investors within the meaning of the PRIIPs Regulation), with
no public offering in any country (including France). This press
release does not constitute a recommendation on the Bond issue. The
value of the Bonds and shares of Claranova may increase or
decrease. Prospective investors should consult their financial
advisor to determine if an investment in these Bonds is appropriate
to their needs.
Exclusion of any offering to retail investors within the
European Economic Area
No action has been undertaken or will be undertaken to make an
offering of the Bonds to retail investors within the European
Economic Area.
For the purposes of this provision, the expression "retail
investor" refers to a person falling within one or more of the
categories below:
(i) a retail customer as defined in Paragraph
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"; or(ii) a customer within the meaning of Directive 2002/92/EC
(as amended, the "Insurance Mediation Directive"), provided that
the customer does not fall within the professional client category
as defined in Paragraph (10) of Article 4(1) of MiFID II;
and the expression "offering" includes the communication in any
form and by any means whatsoever of sufficient information on the
terms of the offering and the Bonds subject to the offering so as
to allow an investor to decide to purchase or subscribe to the
Bonds.
Consequently, no key information document required by Regulation
(EU) No. 1286/2014 (as amended, the "PRIIPs Regulation" for the
offering or the sale of Bonds or their availability to retail
investors in the European Economic Area has been prepared and, as a
result, the offering or sale of Bonds or their availability to
retail investors in the European Economic Area could constitute a
violation of the PRIIPs Regulation.
France
The Bonds have not been offered or sold and will not be offered
or sold to the public in France, either directly or indirectly. Any
offering or sale of Bonds or distribution of the offering document
has only been made or will only be made in France, to (i) persons
who provide investment portfolio management services on behalf of
third parties or (ii) qualified investors, as defined in Articles
L. 411-2-II, L. 533-16, L. 533-20, D. 533-11 et D. 533-11-1 of the
French Monetary and Financial Code.
European Economic Area excluding France
No action has been or will be undertaken in relation to European
Economic Area Member States other than France (a "Member State")
having implemented the Prospectus Directive to make an offering of
the Bonds to the public requiring the publication of a prospectus
in any of the Member States. As a result, the Bonds may only be
offered in each Member State to qualified investors, as defined in
the Prospectus Directive.
For the purposes of this paragraph, (i) the expression "offer to
the public of Bonds" in each Member State having implemented the
Prospectus Directive (as defined below), means any communication
directed to persons, in any form and by any means whatsoever,
including sufficient information on conditions of the offering of
the Bonds and the Bonds covered by the offering, to allow an
investor to decide to purchase or subscribe to said Bonds, as per
the amended version, where applicable, of the definition in the
Member State implementing the Prospectus Directive, (ii) the
expression "Prospectus Directive" means Directive 2003/71/EC of 4
November 2003, as implemented in the Member State (as amended,
including by the Amending Prospectus Directive, if implemented, in
each Member State), and (iii) the expression "Amending Prospectus
Directive" means Directive 2010/73/EU as implemented in the
relevant Member State.
United States of America
This press release is not intended for publication, distribution
or transmission, either directly or indirectly, 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 no constitute an offer or a
solicitation to buy or subscribe to securities in the United States
of America. The securities described in this press release have not
been and will not be registered under the US Securities Act of 1933
as amended (the "Securities Act"), or with any regulatory authority
in a Member State, or other jurisdiction in the United States and
may only be offered or sold in the United States of America under
an exemption regime provided for in the Securities Act and in
accordance with the regulations in force in the various States. The
Bonds will only be offered or sold outside the United States of
America and as part of offshore transactions, in accordance with
Regulation S of the Securities Act.
Claranova does not intend to register the offering, either in
part or in full, in the United States of America, or carry out a
public offering in the United States of America.
United Kingdom
This press release is exclusively intended for persons who are
(i) outside the United Kingdom, (ii) are investment professionals
(within the meaning of Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
hereinafter the Financial Promotion Order), (iii) fall within the
scope of Article 49(2) (a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion Order
or (iv) to any other person to whom this press release may be
addressed in accordance with the law (the persons described in
paragraphs (i), (ii), (iii) and (iv) being together referred to as
"Authorised Persons"). The Bonds are intended only for Authorised
Persons and any inducement, offer or contact regarding the
subscription to, purchase or acquisition of the Bonds (and new or
existing shares issued or allotted when exercising a conversion
right) may only be proposed or made to Authorised Persons. Any
person other than an Authorised Person shall refrain from using or
relying on this press release or any of its contents. This press
release is not a prospectus and has not been approved by the
Financial Services Authority or any other regulatory authority in
the United Kingdom within the meaning of Section 85 of the
Financial Services and Markets Act 2000.
Canada, Australia and Japan
The Bonds may not be offered, sold or acquired in Canada,
Australia or Japan. The information contained in this press release
does not constitute an offer of securities for sale in Canada,
Australia or Japan.
The disclosure, distribution and publication 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 may come should inform themselves about and
comply with any such restrictions.
________________________
1 http://claranova.fr/?do=post&post_id=6222 Should the
acquisition of Upclick, Lulu Software (SodaPDF) and Adaware not
occur, this portion of the net proceeds from the issue will be
allocated to other external growth projects for the Avanquest
division (subject to the approval of the Group management and in
line with Group strategy).3 Unaudited figures for the year 20174
EBITDA is the aggregate now used to evaluate the profitability of
the businesses. It replaces the adjusted EBITDA previously used. It
corresponds to earnings before the deduction of interest, taxes and
duties, depreciation (but after provisions related to inventories
and trade receivables), amortisation and share-based payments.5
This reference price will be equal to the volume-weighted average
trading price of the Company' shares on Euronext Paris from the
opening of the market on 14 June 2018 until the moment the final
terms and conditions of the Bonds are established.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180613006259/en/
ANALYSTS - INVESTORS+33 1 41 27 19
74contact@claranova.comorFINANCIAL COMMUNICATIONAELIUM+33 1
75 77 54 65skennis@aelium.fr
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