ALSTOM SA: Alstom launches a share capital increase with
preferential subscription rights for an amount of approximately €1
billion, thus executing the final step of the announced €2 billion
deleveraging plan
Alstom launches a share capital increase
with preferential subscription rights for an amount of
approximately €1 billion, thus executing the final step of the
announced €2 billion deleveraging plan
27 May 2024 -
Alstom reaches today a key milestone in the execution of its
deleveraging plan, with the launch of a share capital increase with
shareholders’ preferential subscription rights in an amount of
approximately €1 billion (including issue premium).
Terms of the transaction
- Subscription ratio: 1 new share for
5 existing shares
- Subscription price: €13.0 per new
share
- Theoretical value of the
preferential subscription rights: €0.87
- Rights trading period: from May
28th to June 6th, 2024, inclusive
- Subscription period: from May 30th
to June 10th, 2024, inclusive
- Pro rata subscription of CDPQ
(17.4% of the share capital) and Bpifrance Investissement (7.5% of
the share capital)
As announced in November 2023 and reiterated
during the 2023/24 full year results on May 8th, 2024, Alstom’s
Board of Directors is committed to a conservative financial policy
and to protect the Group’s Investment Grade rating, in particular
through a ca. €2 billion inorganic deleveraging plan.
The share capital increase is the final step of
the deleveraging plan that also includes:
- Divestments for ca. €700 million:
- Sale of TMH for €75 million
realized in January 2024
- The announced sale of US
conventional signalling business to Knorr-Bremse AG, which will
generate proceeds of ca. €630 million upon closing expected during
Summer 2024
- The successful placement of €750
million of hybrid bonds with 50% equity content for Moody’s1
announced on May 23rd, 2024.
The ca. €2.4 billion in aggregate proceeds
correspond to ca. €2 billion of deleveraging, mainly due to the
hybrid bond’s 50% Moody’s debt content.
Ca. €1.2 billion of the proceeds of asset
disposals and of the capital markets transactions will be used to
repay financial debt by September 2024:
- repayment of Neu CP of €1,033
million
- repayment of RCF drawings of €175
million
The remainder of the proceeds will be invested
in highly liquid short-term investments (cash equivalent treatment)
and will be earmarked for gross debt reduction at maturity.
Moody’s has reaffirmed Alstom’s Baa3 long-term
issuer rating and stated that the outlook will be changed to stable
upon successful closing of the hybrid bond and rights issue.
Alstom will terminate its €2.25 billion credit
facility agreement following the execution of the deleveraging
plan. Key
terms of the rights issueThe capital increase will be
carried out with preservation of shareholders’ preferential
subscription rights, pursuant to the 17th resolution of the
extraordinary general meeting of July 11th, 2023, and will result
in the issuance of 76,858,213 new shares at a subscription price of
€13.0 per share (i.e., a nominal value of €7 plus an issue premium
of €6), to be fully paid up upon subscription, representing gross
proceeds, including the issue premium, of €999,156,769.
Preferential subscription rights will be
detached from the underlying existing shares on May 28th, 2024.
Existing shares will therefore trade ex-right from May 28th,
2024.
Each existing share will entitle its holder to
receive one (1) preferential subscription right. 5 preferential
subscription rights will entitle holders to subscribe for 1 new
share on an irreducible basis (à titre irréductible), at a
subscription price of €13.0.
Subscriptions on a reducible basis (à titre
réductible) will be accepted. Any new shares not subscribed on an
irreducible basis (à titre irréductible) will be distributed and
allocated to the holders of the rights having submitted additional
subscription orders on a reducible basis (à titre réductible)
subject to reduction in the event of oversubscription.Based on the
closing price of Alstom shares on the regulated market of Euronext
Paris (“Euronext Paris”) on May 23rd, 2024, i.e.
€18.22:
- the theoretical value of 1
preferential subscription right is €0.87 (this value may fluctuate
during the rights trading period, in particular depending on
changes in Alstom’s share price);
- the theoretical value of the
ex-right share is €17.35;
- the subscription price for the new
shares of €13.0 per share (representing a nominal value of €7 plus
an issue premium of €6) reflects a discount of 25.1% to the
theoretical ex-right share price and 28.6% to the closing price on
May 23rd, 2024.
These values neither presuppose the preferential
subscription right value throughout the rights trading period nor
Alstom’s share price ex-rights as they will be observed in the
market.
The rights issue will be open to the public in
France only.
Subscription
undertakings Each
of Caisse de dépôt et placement du Québec (“CDPQ”) and Bpifrance
Investissement (in respect of shares held through the SLP Lac 1
fund), currently holding respectively 17.4% and 7.5% of Alstom’s
share capital, has undertaken to subscribe for its respective
pro-rata share of the capital increase (i.e., for a total amount of
€173.8 million and €75.0 million, respectively).
Alstom is not aware of the subscription
intentions of any other shareholder.
Lock-up agreementsAlstom has
agreed to a lock-up period starting on the date of signing of the
underwriting agreement and ending 180 calendar days after the
settlement and delivery date of the rights issue, subject to
certain customary exceptions.
Each of CDPQ and Bpifrance Investissement (in
respect of shares held through the SLP Lac 1 fund) has agreed to a
lock-up period starting on the date of approval by the Autorité des
marchés financiers (“AMF”) of the prospectus relating to the rights
issue (the “Prospectus”) and ending 180 calendar days after the
settlement and delivery date of the rights issue, subject to
certain customary exceptions.
DilutionFor illustrative
purposes only, a shareholder holding 1% of the Alstom’s share
capital as of May 24th, 2024, and who does not participate in the
rights issue, would hold 0.83% following the rights issue (on a
non-diluted basis).
UnderwritingThe rights issue,
to the extent not covered by the subscription undertakings of CDPQ
and Bpifrance Investissement, is being underwritten pursuant to an
underwriting agreement entered into on May 24th, 2024 with a
syndicate of banks including BNP Paribas, Crédit Agricole CIB, J.P.
Morgan and Société Générale acting as Joint Global Coordinators,
Lead Managers and Joint Bookrunners, BofA Securities, Citigroup,
Mizuho and Natixis acting as Joint Bookrunners and BBVA, CIC and
Deutsche Bank acting as Co-Bookrunners. This underwriting agreement
does not constitute an irrevocable guarantee (garantie de bonne
fin) within the meaning of Article L. 225-145 of the French
Commercial Code.
Indicative timetable of the rights
issueThe preferential subscription rights will be traded
on Euronext Paris under the ISIN code FR001400Q9B4 from May 28th,
2024 until June 6th, 2024 inclusive. It will not be possible to buy
or sell the preferential subscription rights on the market after
the close of trading on June 6th, 2024. The subscription period for
the new shares will run from May 30th, 2024 to June 10th, 2024,
inclusive.
Any preferential subscription rights not
exercised before the end of the subscription period, i.e. the close
of trading on June 10th, 2024, shall automatically become null and
void. Settlement and delivery of the new shares and commencement of
trading on Euronext Paris are expected to take place on June 17th,
2024. The new shares will be, as from their issuance date, fully
fungible with Alstom’s existing shares and will be traded under the
same trading line and ISIN code as Alstom’s existing shares (ISIN
code FR0010220475).
Availability of the Prospectus
The Prospectus including (i) the 2023/24 universal registration
document (document d’enregistrement universel) of Alstom filed with
the AMF on May 15th, 2024 under number D.24-0413 and (ii) the
amendment to the universal registration document filed with the AMF
on May 24th, 2024 under number D.24-0413-A01 and (iii) a securities
note (note d’opération) (including the summary of the Prospectus)
which was filed with the AMF and received approval under number
24-169 dated May 24th, 2024 is available on the website of the AMF
(www.amf-france.org) and the company (www.alstom.com). Copies of
the Prospectus are available free of charge at the Alstom’s
registered office (48, rue Albert Dhalenne, 93400
Saint-Ouen-sur-Seine, France).
Risk factorsInvestors’
attention is drawn to the risk factors included in chapter 4 “Risk
factors and risk management, control environment” of the 2023/24
universal registration document and in chapter 2 “Risk Factors” of
the securities note (note d’opération).
Financial & legal
advisorsPJT Partners and Perella Weinberg Partners acted
as financial advisors to Alstom, Cleary Gottlieb Steen &
Hamilton LLP acted as legal advisor to Alstom and White & Case
LLP as legal advisor to the banks.
1 Alstom will account for the bonds entirely as
equity under IFRS
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About Alstom |
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Alstom commits to contribute to a low carbon future by developing
and promoting innovative and sustainable transportation solutions
that people enjoy riding. From high-speed trains, metros,
monorails, trams, to turnkey systems, services, infrastructure,
signalling and digital mobility, Alstom offers its diverse
customers the broadest portfolio in the industry. With its presence
in 64 countries and a talent base of over 84,700 people from 184
nationalities, the company focuses its design, innovation, and
project management skills to where mobility solutions are needed
most. Listed in France, Alstom generated revenues of €17.6 billion
for the fiscal year ending on 31 March 2024.For more information,
please visit www.alstom.com |
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Contacts |
Press:Coralie COLLET - Tel.: +33 (0) 7 63 63 09
62coralie.collet@alstomgroup.com Thomas ANTOINE - Tel.: +33
(6) 11 47 28 60thomas.antoine@alstomgroup.comInvestor
relations:Martin VAUJOUR - Tel.: +33 (6) 88 40 17
57martin.vaujour@alstomgroup.com Estelle MATURELL ANDINO -
Tel.: +33 (6) 71 37 47 56estelle.maturell@alstomgroup.com |
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