OVHcloud : Exercise of the over-allotment option for €50 million
Exercise of the over-allotment option for
€50 millionSuccess of the transaction with a final size of
€450 million, now the largest IPO in the technology sector on
Euronext Paris since 2014
Roubaix, 21 October 2021 – OVH
Groupe (“OVHcloud”) announces today the exercise
of the over-allotment option and publishes the details of the
stabilization transactions carried out in connection with its
initial public offering on the regulated market of Euronext
Paris.
In accordance with the provisions of Regulation
(EU) No 596/2014 of the European Parliament and the Council and
Delegated Regulation No 2016/1052 of the European Commission of 8
March 2016, concerning the conditions applicable to buyback
programs and stabilization measures, BNP PARIBAS (“BNP
PARIBAS”), acting as Stabilization Agent, declares that it
carried out stabilization activities (as defined under Article
3.2.(d) of Regulation (EU) No. 596/2014) in relation to the first
admission to trading on Euronext Paris of the following
securities:
Issuer: |
OVH Groupe |
Securities: |
Ordinary shares with a nominal value of 1 euro (ISIN:
FR0014005HJ9) |
Offer Size: |
21,621,621 ordinary shares (excluding the overallotment
option) |
Offer Price: |
18.50 euros per ordinary share |
Market: |
Euronext Paris |
Stabilization Agent: |
BNP PARIBAS |
Pursuant to Article 6, paragraph 2, of
Commission Delegated Regulation (EU) 2016/1052 supplementing the
Market Abuse Regulation with regard to regulatory technical
standards for the conditions applicable to buy-back programs and
stabilization measures, OVHcloud, on the basis of the information
disclosed by BNP PARIBAS, hereby communicates the data relating to
the stabilization activities undertaken by BNP PARIBAS as
Stabilization Agent.
Stabilization transactions were carried out
within the following price ranges:
Execution Date |
Intermediary |
Buy / Sell / Transfer |
Number of shares |
Average transaction price (in euros) |
Lowest price / Highest price (in euros) |
Aggregate amount (in euros) |
Stabilization trading venue |
15/10/ 2021 |
Exane BNP Paribas |
Buy |
530,000 |
18.3547 |
17.90 / 18.50 |
9,727,991 |
Euronext Paris |
This press release is issued also on behalf of
BNP PARIBAS pursuant to Article 6, paragraph 2, of Commission
Delegated Regulation (EU) 2016/1052.In addition, BNP Paribas,
acting as Stabilization Agent, acting on its own and on behalf of
the Managers, exercised on 21 October 2021 the balance of the
over-allotment option to purchase 2,713,244 additional existing
shares from KKR and TowerBrook Capital Partners, at the initial
public offering price of €18.50 per share corresponding to a total
amount of approximately €50.2 million. This ends the stabilization
period that began on 14 October 2021 (following the publication of
the results of the offering by OVHcloud).As a result, the total
number of OVHcloud shares offered in its initial public offering
amounts to 24,334,865 shares, thereby increasing the total offering
size to €450 million at the initial public offering price of
€18.50.After the exercise of the over-allotment option, OVHcloud’s
public float amounts to 12.9% of its total share capital. Following
the offering and the exercise of the over-allotment option,
OVHcloud’s share capital will be held as follows:
|
Holding |
Shareholder |
Number of Shares |
% of Share Capital |
% of Voting Rights |
Klaba Family(1) |
18,196,292 |
9.7% |
9.7% |
Digital Scale SAS(2) |
25,980,191 |
13.8% |
13.8% |
Yellow Source SAS(2) |
24,026,666 |
12.7% |
12.7% |
Deep Code SAS(3) |
25,316,067 |
13.4% |
13.4% |
Bleu Source SAS(3) |
24,026,666 |
12.7% |
12.7% |
Innolys SAS(4) |
13,146,668 |
7.0% |
7.0% |
Invest Bleu SAS |
432,433 |
0.2% |
0.2% |
Total held in concert by the Klaba Family and entities
controlled by the Klaba Family |
131,124,983 |
69.6% |
69.6% |
Spiral Holdings BV(5) |
14,523,570 |
7.7% |
7.7% |
Spiral Holdings SCA(6) |
14,523,570 |
7.7% |
7.7% |
Executives, former executives and
directors of the Group(7) |
4,025,728 |
2.1% |
2.1% |
Public Float |
24,334,865 |
12.9% |
12.9% |
TOTAL |
188,532,716 |
100.0% |
100.0% |
(1) The
Klaba Family includes Messrs. Henryk, Octave and Miroslaw Klaba and
Mrs. Halina Klaba.
(2)
Entities controlled by Mr. Octave Klaba and the members of his
family.
(3)
Entities controlled by Mr. Miroslaw Klaba and the members of his
family.
(4) Entity
held by Messrs. Octave and Miroslaw Klaba.
(5) Entity
indirectly owned by investment funds managed or advised by
TowerBrook Capital Partners
(6) Entity
indirectly owned by investment funds and other entities managed or
advised by KKR
(7) Excluding
directors representing the Klaba Family and including a director
who did not remain a director after the Global Offering.
About OVHcloud
OVHcloud is a global player and Europe’s leading
cloud provider operating over 400,000 servers within
33 data centers across four continents. For 20 years, the
Group has relied on an integrated model that provides complete
control of its value chain: from the design of its servers, to the
construction and management of its data centers, including the
orchestration of its fiber-optic network. This unique approach
allows it to independently cover all the uses of its 1.6 million
customers in more than 140 countries. OVHcloud now offers latest
generation solutions combining performance, price predictability
and total sovereignty over their data to support their growth in
complete freedom.
Media Contacts:
OVHcloudMarie Vaillaud – Head
of Corporate Communicationsmarie.vaillaud@ovhcloud.com + 33 6
49 32 74 02
BrunswickAurélia de Lapeyrouse
+33 6 21 06 40 33Guillaume Maujean +33 6 67 74 36
89ovhcloud@brunswickgroup.com
Disclaimers
This announcement does not, and shall not, in
any circumstances constitute a public offering or an invitation to
the public in connection with any offer.
No communication and no information in respect
of this transaction or of OVHcloud may be distributed to the public
in any jurisdiction where a registration or approval is required.
No steps have been or will be taken in any jurisdiction (other than
France) where such steps would be required. The issuance, the
subscription for or the purchase of OVHcloud’s shares may be
subject to specific legal or regulatory restrictions in certain
jurisdictions. OVHcloud assumes no responsibility for any violation
of any such restrictions by any person.
United States. This announcement
is not an offer for sale of securities in the United States or any
other jurisdiction. Securities may not be offered or sold in the
United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended. OVHcloud does
not intend to register any securities in the United States or to
conduct a public offering of securities in the United States.
European Union. This announcement is not
a prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and the Council of 14 June 2017, as amended
(the “Prospectus Regulation”). The prospectus approved by
the AMF is available on the AMF website (www.amf-france.org) and
the company’s website dedicated to the IPO
(https://ipo.ovhcloud.com/).
In France, an offer of securities to the public
may only be made pursuant to a prospectus approved by the AMF. With
respect to the member States of the European Economic Area (each, a
“relevant member State”), other than France, no action has
been undertaken or will be undertaken to make an offer to the
public of the shares requiring a publication of a prospectus in any
relevant member State. Consequently, the securities cannot be
offered and will not be offered in any member State (other than
France), except in accordance with the exemptions set out in
Article 1(4) of the Prospectus Regulation, or in the other case
which does not require the publication by OVHcloud of a prospectus
pursuant to the Prospectus Regulation and/or applicable regulation
in the member States.
This press release does not constitute an offer
of the securities to the public in the United Kingdom. The
distribution of this press release is not made, and has not been
approved, by an authorized person (“authorized person”)
within the meaning of Article 21(1) of the Financial Services and
Markets Act 2000. As a consequence, this press release is directed
only at persons who (i) are located outside the United Kingdom,
(ii) have professional experience in matters relating to
investments and fall within Article 19(5) (“investment
professionals”) of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005 (as amended) and (iii) are
persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (all
such persons together being referred to as “Relevant
Persons”). The securities of OVHcloud are directed only at
Relevant Persons and no invitation, offer or agreements to
subscribe, purchase or otherwise acquire the securities of OVHcloud
may be proposed or made other than with Relevant Persons. Any
person other than a Relevant Person may not act or rely on this
document or any provision thereof. This press release is not a
prospectus which has been approved by the Financial Conduct
Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Financial Services and Markets Act
2000.
The distribution of this document in certain
countries may constitute a breach of applicable law. The
information contained in this document does not constitute an offer
of securities for sale in the United States, Canada, Japan or
Australia. This press release may not be published, forwarded or
distributed, directly or indirectly, in the United States, Canada,
Japan or Australia.
- OVHcloud - Press Release - 21 October 2021 - Success of the
transaction with the exercise of the over-allotment option for €50
million
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