|Restored financial flexibility||· The Belgian group Compagnie Nationale à Portefeuille SA (“CNP”) (Groupe Frère) is to acquire a stake in AKKA and become new long-term partner|
· Reinvestment by the Ricci Family Group demonstrates its confidence in AKKA’s prospects and keeping the majority of the voting rights
· Reinforcement of shareholder equity
|Features of the operation||· Subscription of CNP to €150M and of the Ricci family group to €50M|
· Subscription price of €22.50 per share, issue premium included
· A premium of 43% over the last quoted price on October 5, 2020 and 33% over the weighted average price over the last 30 trading days
Brussels, 6 October 2020 – For several months, the management of AKKA has been communicating its desire to strengthen the Company’s balance sheet, which was brutally impacted by the COVID-19 crisis in the first half of 2020.
While the transformation of the company has been accelerated, the Board of Directors has examined various options to ensure that the Group benefits from a strengthened financial structure and greater agility in the aftermath of the crisis. In this context, the Board of Directors, which met on 5 October 2020, approved a €200 million reserved capital increase under the authorised share capital regime.
This reserved capital increase will be subscribed for €150 million by Compagnie Nationale à Portefeuille SA (“CNP”) and €50 million by the Ricci family group at a subscription price of €22.50 per share, issue premium included. This subscription price represents a premium of 43% over the closing price on 5 October 2020 and 33% over the weighted average price over the last 30 trading days.
Compagnie Nationale à Portefeuille SA and the Ricci family group are two family groups with shared values that invest jointly to support AKKA’s operational and financial development over the long term.
“I am delighted to welcome CNP as a partner of AKKA and its managers, for a long-term collaboration. CNP is a long-term investor, whose share capital is family-held, which accompanies the development of European sector leaders.”
“AKKA’s Board of Directors considered that a reserved capital increase was in the interest of all shareholders. Thanks to its rapid implementation, management can remain focused on the Group’s path out of the crisis and on its objective of restoring the Group’s operating profitability by 2020. It also provides an equity injection at a subscription price representing a significant premium over the average share price over the last thirty trading days .”
“With CNP’s investment and the renewed commitment of the Ricci family, which keeps the majority of the voting rights, AKKA will benefit from a stronger balance sheet and additional resources to continue its transformation and accelerate its development”, commented Mauro Ricci, Chairman and Chief Executive Officer of AKKA.
“We are pleased to invest alongside the Ricci family group in AKKA, a major player in the engineering and digital sector in Europe that has demonstrated strong financial performance over the cycles. We share and wish to support the strategic vision of AKKA and its management, and are convinced that CNP Group has the necessary assets to support AKKA’s operational and financial development to continue the work undertaken by AKKA and its shareholders for more than 35 years”, added Xavier Le Clef, Chief Executive Officer of CNP S.A..
Upon completion of the transaction, Compagnie Nationale à Portefeuille will hold 6,666,667 AKKA shares and voting rights, representing 21.4% of the share capital and 17.3% of voting rights respectively. The Ricci family group will hold 12,024,355 shares, or 38.5% of AKKA’s share capital compared to 43.9%. It will hold 19,951,842 voting rights, or 51.9% of the total voting rights, compared to 59.9%.
The Ricci family group and Swilux S.A., an investment company wholly owned and controlled by Compagnie Nationale à Portefeuille, entered into a shareholders’ agreement. Under the terms of this agreement, Compagnie Nationale à Portefeuille has the right to submit the appointment of a Director to the Board to the General Assembly for approval as well as various provisions that do not affect the conduct of day-to-day business. The Ricci family group will retain exclusive control of the AKKA Group.
Terms and conditions of the Capital Increase
- Number of shares issued and amount of the offer: 8,888,889 shares will be issued for a gross amount of €200,000,002.50, including issue premium, corresponding to 39.8% of the Company’s share capital and an issue price of €22.50 per share, including issue premium.
- Beneficiaries of the reserved offer, this reserved capital increase will be subscribed:
- up to €150M by Compagnie Nationale à Portefeuille SA through Swilux S.A., a Luxembourg holding company wholly owned and controlled by CNP and with net assets of c.€800M. CNP is one of the two pillars of the Frère Group, , an investment group with family assets exclusively controlled by members of the Frère family and with net assets of ~€5.5 billion; and
- up to €50M by the Ricci consortium bringing together certain members of the Ricci family (including their management companies): Mauro Ricci, Jean-Franck Ricci, Cécile Monnot, Benjamin Ricci, Charlotte Ricci, Nicolas Valtille (including his management company) and Nathalie Buhnemann (including her management company).
- Nature and characteristics of the new shares: The shares are of the same class as the Company’s existing shares and bearing current dividend rights. The rights attached to these new shares will be identical to those attached to the Company’s existing shares.
- Admission to trading of the new shares on Euronext Paris and Euronext Brussels will be on the same line as the existing AKKA TECHNOLOGIES shares (ISIN code FR0004180537), as soon as the prospectus mentioned below is published.
- Regulatory authorisations: The completion of this reserved capital increase is subject to certain customary regulatory authorisations.
- Indicative timetable for the Capital Increase: It is currently anticipated that the transaction will be completed by the end of the financial year 2020.
- Information for the public: The new shares will be admitted to trading only after publication of a prospectus approved by the Autorité des Services et Marchés Financiers (FSMA), and published within 90 days following the date of completion of the capital increase. The availability of the prospectus will be announced in due course.
The announcement required by the related party rules is set out in the appendix.