Rights Issue for 610 million euros (excluding the extension
clause)Subscription ratio: 9 new shares for 23 existing
sharesSubscription price: 22 euros per new
shareTrading period of the preferential subscription rights:
from 3 July to 13 July 2017 inclusiveSubscription period:
from 5 July to 17 July 2017 inclusive
Regulatory News:
Tikehau Capital Announces the Launch of a
Share Capital Increase with Preferential Subscription Rights for an
Amount of 610 Million Euros (Which May Be Increased to 700 Million
Euros in the Event of the Exercise in Full of the Extension Clause)
to Prepare for the Next Phase of Its Development
Tikehau Capital (Paris:TKO) (the “Company”) announces
today the launch of a share capital increase with preferential
subscription rights to existing shareholders for a gross amount of
610 million euros, which may be increased to 700 million euros in
the event of the exercise in full of the extension clause (the
“Rights Issue”).
The proceeds from the Rights Issue will primarily be used to
finance the Company’s next phase of development and to accelerate
its growth. In an Alternative Asset Management industry
consolidating around two profiles of players (multi-strategy asset
management companies and specialized boutiques) the Company intends
to:
- Invest in funds and strategies that it
intends to launch: the Group is preparing to launch new funds in
2017 in three of its business lines: private debt (in particular
direct lending (Tikehau Direct Lending IV) and debt securitization
(CLO III)), real estate and private equity;
- Finance its growth operations, to
develop new and existing strategies and to consolidate and expand
its operations;
- Seize opportunities for external growth
in several strategies in France and abroad.
The Company received subscription commitments from certain
current shareholders and other institutional investors. Tikehau
Capital Advisors and Fakarava Capital1, shareholders with ownership
of 28.6% and 9.5% of Tikehau Capital respectively, have undertaken
to subscribe for a global amount of 165 million euros and will sell
(by any means including by way of block trades) their remaining
preferential subscription rights. Furthermore, the Fonds
Stratégique de Participations, Esta Investments Pte. Ltd (Temasek
group), MACSF épargne retraite, MACIF, AXA Investment Managers,
Crédit Mutuel Arkéa, FFP Invest, Amundi Ventures, Compagnie
Financière Luxembourgeoise S.A. and ZV Holding have undertaken to
subscribe for an amount of approximately 390 million euros.
Main terms of the Rights
Issue
The Rights Issue will be realized with preferential subscription
rights (the “Rights”). The number of shares to be issued
will amount to 27,742,059 new shares (i.e., a gross amount of
610,325,298 euros), which may be increased to 31,903,367 shares in
the event of the exercise in full of the extension clause (i.e., a
gross amount of 701,874,074 euros). Each holder of Tikehau
Capital’s shares will receive one (1) Right for each share held
(according to trading records) as of the close of trading on 30
June 2017. Rights will be detached on 3 July 2017 and existing
shares will therefore trade ex-right from 3 July 2017.
The subscription of the new shares will be reserved, as a
preference, to the holders of Rights, 23 Rights entitling holders
to subscribe for 9 new shares on an irreducible basis (à titre
irréductible).
Subscriptions on a reducible basis (à titre réductible) will be
accepted, subject to reduction in the event of oversubscription.
Any new shares not subscribed for on an irreducible basis (à titre
irréductible) will be distributed and allocated to the holders of
Rights having submitted additional subscription orders on a
reducible basis (à titre réductible).
Based on the closing price of the Tikehau Capital share on the
regulated market of Euronext Paris on 28 June 2017, the theoretical
value of the Right is 0.41 euro (it being reminded that this value
may fluctuate during the Rights trading period, in particular
depending on the evolution of Tikehau Capital’s ex-right share
price), and the theoretical value of the ex-right share is 23.04
euros.
The subscription price for the new shares – set at 22 euros per
share (nominal value of 12 euros and issue premium of 10 euros) –
represents a discount of 4.52% to the theoretical value of the
ex-right share price (TERP) and of 6.18% to the closing price
(23.45 euros) on 28 June 2017.
The Rights Issue will be open to the public in France only.
Tikehau Capital has agreed to a lock-up period of 180 calendar
days after the settlement–delivery date of the Rights Issue,
subject to certain exceptions.
As part of the subscription commitments, the investors (except
for AXA Investment Managers) have each agreed to a lock-up period
of 180 calendar days for the shares subscribed through the Rights
Issue after the settlement-delivery of the Rights Issue, subject to
certain exceptions.
Indicative timetable of the Rights
Issue
The Rights will be listed and traded on Euronext Paris under the
ISIN code FR0013264991 from 3 July 2017 to 13 July 2017 inclusive.
It will not be possible to buy or sell the Rights after the close
of trading on 13 July 2017. The subscription period for the new
shares will run from 5 July 2017 to 17 July 2017 inclusive. The
Rights not exercised before the end of the subscription period,
i.e. before the close of trading on 17 July 2017, shall then become
null and void.
The settlement/delivery and beginning of trading on Euronext
Paris (Segment A) of the new shares will take place on 26 July
2017. The new shares will carry dividend rights and their holders
will be entitled to any dividends distributed by Tikehau Capital
from the date of issuance. The new shares will be, as from their
issuance date, fully fungible with Tikehau Capital’s existing
shares and will be traded under the same ISIN code
FR0013230612.
Placement of the Rights
Issue
BNP Paribas, Citigroup and Natixis are acting as Joint
Bookrunners and Joint Global Coordinators in connection with the
Placement Agreement. Morgan Stanley & Co. International plc is
acting as financial advisor to the Company. The Rights Issue will
not be underwritten.
Information available to the
public
The French language prospectus including (i) the registration
document (document de référence) of Tikehau Capital registered with
the French Market Authority (Autorité des marchés financiers
(“AMF”)) on 27 April 2016 under number R.17-029 and (ii) a
securities note (note d’opération) (including the summary of the
prospectus) which was filed with the AMF and received visa number
17-306 dated 29 June 2017 is available free of charge from the
Company (32 rue de Monceau - 75008 Paris - France) as well as from
the websites of the Company (www.tikehaucapital.com) and the AMF
(www.amf-france.org). The public’s attention is drawn to the risk
factors included in chapter 3 of the registration document and in
chapter 2 of the securities note.
A Company presentation is also available on the website of the
Company (www.tikehaucapital.com/en/publications).
About Tikehau Capital:
Tikehau Capital is an asset management and investment group
which manages 10.3bn euros of assets, with shareholders’ equity of
1.5bn euros2. The Group invests in various asset classes (private
debt, real-estate, private equity and liquid strategies), including
through its asset management subsidiary Tikehau IM, on behalf of
institutional and private investors. Controlled by its managers,
alongside leading institutional partners, Tikehau Capital employs
170 staff in its Paris, London, Brussels, Madrid, Milan, Seoul and
Singapore offices.
Tikehau Capital is listed on the regulated market of Euronext in
Paris, Compartment A (ISIN code: FR0013230612; Ticker: TKO.FP)
www.tikehaucapital.com
Disclaimers
The English version of this press release may differ from the
French version for regulatory reasons.
This press release and the information contained herein do not
constitute an offer to sell or purchase, or the solicitation of an
offer to sell or purchase, securities of Tikehau Capital.
No communication or information relating to the contemplated
Capital Increase may be distributed to the public in any
jurisdiction (other than France) in which registration or approval
is required. No action has been (or will be) undertaken in any
jurisdiction outside of France where such steps would be required.
The subscription for or purchase of securities of Tikehau Capital
may be subject to legal or statutory restrictions in certain
jurisdictions. Tikehau Capital assumes no responsibility for any
violation of such restrictions by any person. The distribution of
this press release in certain jurisdictions may be restricted by
law.
This press release does not constitute a prospectus within the
meaning of Directive 2003/71/EC as amended (the "Prospectus
Directive").
The rights issue is open to the public in France only
With respect to each member State of the European Economic Area
other than France (the "Member State"), no action has been
undertaken or will be undertaken to make an offer to the public of
securities requiring a publication of a prospectus in any Member
State. As a result, the securities of Tikehau Capital may only be
offered in the Member States (a) to qualified investors, as defined
by the Prospectus Directive; or (b) in any other circumstances, not
requiring Tikehau Capital to publish a prospectus as provided under
Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, "securities offered to
the public" in a given Member State means any communication, in
any form and by any means, of sufficient information about the
terms and conditions of the offer and the securities so as to
enable an investor to make a decision to buy or subscribe for the
securities, as the same may be varied in that Member State.
The above selling restrictions are in addition to any other
selling restrictions which may be applicable in the Member
States.
The distribution of this press release is directed only at (i)
persons outside the United Kingdom, subject to applicable laws, or
(ii) persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 as amended (the
"Order") or (iii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) (a) to (d) of the Order
(all such persons together being referred to as “relevant
persons”). The rights issue is only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such rights will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on,
this press release or any information contained herein.
This press release does not constitute an offer or invitation to
sell or purchase, or a solicitation of any offer to purchase or
subscribe for, any securities of Tikehau Capital in the United
States of America. Securities may not be offered, subscribed or
sold in the United States of America absent registration under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act"), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements thereof.
The securities of Tikehau Capital have not been and will not be
registered under the U.S. Securities Act and Tikehau Capital does
not intend to make a public offer of its securities in the United
States of America.
The diffusion of this press release in certain countries may be
prohibited under applicable law.
This press release may not be published, transmitted or
distributed, directly or indirectly, and does not constitute an
offer of securities, in the United-States (including in the
territories and dependencies and in any State of the United
States), in Canada, in Australia, or in Japan.
1 Tikehau Capital Advisors and Fakarava Capital, held by the
founders and management, announced they intend to participate to
the Rights Issue for an aggregate amount of 165 million euros on 19
June 2017. Tikehau Capital Advisors has committed to participate
for a minimum amount of 150 million euros on an irreducible basis
(à titre irréductible), which may be increased, as part of a
subscription on a reducible basis (à titre réductible), to a
maximum order of 200 million euros. Fakarava Capital has committed
to participate for a minimum amount of 15 million euros on an
irreducible basis (à titre irréductible).
2 As of 31.12.16
These materials are not an offer for sale of Tikehau Capital
shares in the United States or in any other jurisdiction. Tikehau
Capital shares may not be sold in the United States absent
registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended. Tikehau Capital does not intend
to register in the United States any portion of the offering or to
conduct a public offering of the shares in the United States. Not
for publication, distribution or release, directly or indirectly,
in the United States of America, Canada, Australia or Japan.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170629006450/en/
Press:Tikehau Capital
:Julien Sanson, +33 1 40 06 18 40jsanson@tikehaucapital.comorImage
7 :Leslie Jung, + 44 781 864 18 03ljung@image7.uk.com
Telkonet (AMEX:TKO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Telkonet (AMEX:TKO)
Historical Stock Chart
From Apr 2023 to Apr 2024
