Sogeclair: reserved capital increase
21 Juin 2019 - 5:35PM
Sogeclair: reserved capital increase
RESERVED CAPITAL
INCREASE FOR A TOTAL OF APPROXIMATELY €4.9 MILLION AND A PRICE OF
€24.52 PER SHARE
SOGECLAIR announces a capital increase reserved for KEY’S, a
company consisting of key female and male managers of the Group
accompanied by its President and CEO, Philippe Robardey, to support
its long-term development.
The Board of Directors meeting on 14 June 2019, and using the
delegation granted by the combined general meeting held on 16 May
2019, at the time of which Philippe Robardey cast a neutral vote,
decided to proceed with a reserved capital increase by issuing
200,000 ordinary shares with a nominal value of 1 euro each, to be
subscribed to in cash.
The Board of Directors set the issue price for the ordinary
shares at €24.52, corresponding to the average price weighted by
the volumes of 20 consecutive stock-market sessions among the 50
stock-market sessions preceding its decision, representing a
discount of 3.84% with respect to the SOGECLAIR share closing price
on 14 June 2019.
The subscriptions will be received from 17 June 2019 to 12 July
2019 inclusive.
In the case where the totality of the shares on offer are
subscribed to SOGECLAIR’s share capital will be increased from
€2,900,000 to €3,100,000.
The capital increase may be limited to the amount of the
subscriptions received within the limits stipulated by the
regulations.
The definitive amount of the issue will contribute to the
development of the company’s day-to-day activities.
Mr Philippe Robardey will have control of the KEY’S company in
the sense of article L. 233-3 II of French Commercial Law. None of
the partners in KEY’S will have a larger holding. Philippe
Robardey’s holding may evolve downwards in the future; however,
Philippe Robardey’s shares in the KEY’S company are subject to a
7-year non-transferability clause. The balance of the capital must
be spread between several tens of people.
The breakdown of the capital before and after the operation is
as follows:
Before the
operation:
|
Shares |
% capital |
Voting rights |
% voting rights |
OGM |
EGM |
% OGM |
% EGM |
Philippe Robardey |
993,628 |
34.26 |
1,987,256 |
1,987,256 |
40.96 |
40.96 |
Robardey family total |
1,950,468 |
67.26 |
3,900,936 |
3,900,936 |
80.40 |
80.40 |
Public |
803,713 |
27.71 |
804,975 |
804,975 |
16.59 |
16.59 |
Self-owned |
145,819 |
5.03 |
145,819 |
145,819 |
3.01 |
3.01 |
Total |
2,900,000 |
100 |
4,851,730 |
4,851,730 |
100 |
100 |
After the operation assuming that 100% of the capital increase
has been subscribed
to:
|
Shares |
% capital |
Voting rights |
% voting rights |
OGM |
EGM |
% OGM |
% EGM |
Philippe Robardey |
993,628 |
32.05 |
1,987,256 |
1,987,256 |
39.34 |
39.34 |
Key’s including Philippe Robardey |
200,000 98,000 |
6.45 3.16 |
200,000 98,000 |
200,000 98,000 |
3.96 1.99 |
3.96 1.99 |
Sub-total |
1,193,628 |
38.5 |
2,187,256 |
2,187,256 |
43.30 |
43.30 |
Other shares owned by the Robardey family |
956,840 |
30.87 |
1,913,680 |
1,913,680 |
37.88 |
37.88 |
Public |
803,713 |
25.93 |
804,975 |
804,975 |
15.93 |
15.93 |
Self-owned |
145,819 |
4.70 |
145,819 |
145,819 |
2.89 |
2.89 |
Total |
3,100,000 |
100 |
5,051,730 |
5,051,730 |
100 |
100 |
An application will be made for the admission of the new shares
on Euronext in Paris immediately after the capital-increase
accomplishment date on the same line as the old shares (code:
FR0000065864).
Pursuant to the provisions of article L. 411-2 of French
Monetary and Financial Law and article 211-2 of the general
regulations of the Autorité des Marchés Financiers (AMF – French
Financial Markets Authority), this issue will not give rise to the
issuing of an AMF-approved prospectus.
The main risk factors relative to the issue are indicated
below:
- The stock-market price of Sogeclair shares may fluctuate and
fall below the issued shares’ subscription price;
- The volatility and liquidity of the Sogeclair shares may
fluctuate significantly.
It is added that the group’s risk factors are described in the
2018 Reference Document on pages 104 and following (available on
the company’s website: www.sogeclair.com).
The AMF has published a decision waiving the obligation to file
a public offering project covering the shares and examined the
consequences of the operation in terms of concerted actions
(decision 219C0880 dated 28 May 2019).
Next press release: Q2 2019 turnover, on 24 July 2019
after the close of the Stock Market
About SOGECLAIR
Designer of innovative, high added-value solutions and products,
SOGECLAIR brings its skills in high-quality engineering and
production to cutting-edge sectors: aeronautics, aerospace and
transport. Supporting its customers and partners from the design
and simulation stages through to the end of the product’s lifetime,
all along the production chain and for entry into service, the
Group counts more than 1,600 staff working worldwide to offer
a high-quality, proximity service to all its customers.
SOGECLAIR is listed on Euronext Paris – Compartment C –
Euronext® Family Business index - Code ISIN: FR0000065864 – PEA PME
150 / (Reuters SCLR.PA – Bloomberg SOG.FP)
Contacts: Philippe ROBARDEY, President & CEO of SOGECLAIR /
Marc DAROLLES, Executive Vice-President of SOGECLAIR
www.sogeclair.com / +33(0)5 61 71 70 33
- Reserved capital increase