PRESS RELEASE: FINAL AMOUNT OF THE NACON SHARE CAPITAL INCREASE AS
PART OF ITS INITIAL PUBLIC OFFERING
NACON
The integrate pure play in Video Gaming
Not for circulation, directly or indirectly, in
the United States, Canada, Australia, and Japan
FINAL AMOUNT OF THE NACON SHARE CAPITAL
INCREASE AS PART OF ITS INITIAL PUBLIC OFFERING
- Exercise of the over-allotment option up to 9.0 M€ (out
of a maximum amount of 10.0M€)
- Final amount of the capital increase set at 109
M€
- Implementation of the liquidity contract
Lesquin, March 27, 2020
NACON, an integrated player in the fast-growing
video games industry, announces today that as part of its Initial
Public Offering on the Regulated Market of Euronext Paris - (ISIN
Code: FR0013482791 / mnemonic: NACON; Compartment B), Louis Capital
Markets UK LLP, acting as a stabilizing agent, in the name and on
behalf of the Joint Global Coordinators, Joint Lead Managers and
Joint Bookrunners of the offer, exercised the over-allotment option
resulting in the issuance of 1,629,112 additional new shares at the
offer price, i.e. 5.50 euros per share, for a total amount of 9.0
M€.
As a result, the total quantity of NACON shares
issued as part of its Initial Public Offering amounts to 19,810,931
new shares, or 23.33 % of the company’s share capital therefore
bringing the total size of the issue to 109 M€.
Therefore NACON's share capital is now made up
of 84,908,919 shares.
NACON conveys its thanks to all the
institutional investors and individual shareholders who
participated in its IPO, which took place in a particularly
volatile economic environment due to the coronavirus health
crisis.
In accordance with Article 6 of the EU Delegate
Regulation 2016/1052 of 8 March 2016 on the terms and conditions
for share repurchase programmes and stabilisation measures, Louis
Capital Markets UK LLP, as a stabilizing agent, states that it has
carried out stabilisation operations on NACON shares as
follows:
- The stabilisation period started on March 4, 2020 and ended on
March 26, 2020.
- The last stabilisation transaction was carried out on March 24,
2020.
- The stabilisation transactions were carried out under the
following conditions:
Date of execution |
Price range for transactions |
Lowest Price (in euros) |
Highest Price (in euros) |
Wednesday 04 March |
5.38 € |
5.40 € |
Thursday 05 March |
5.25 € |
5.40 € |
Friday 06 March |
5.00 € |
5.30 € |
Monday 09 March |
4.98 € |
5.00 € |
Wednesday 11 March |
4.98 € |
5.00 € |
Thursday 12 March |
4.50 € |
4.80 € |
Friday 13 March |
3.92 € |
4.00 € |
Monday 16 March |
3.00 € |
3.92 € |
Tuesday 17 March |
3.20 € |
3.75 € |
Wednesday 18 March |
3.45 € |
3.80 € |
Thursday 19 March |
3.80 € |
4.00 € |
Friday 20 March |
3.90 € |
4.20 € |
Monday 23 March |
4.20 € |
4.50 € |
Tuesday 24 March |
4.35 € |
4.35 € |
IMPLEMENTATION OF THE LIQUIDITY CONTRACT WITH LOUIS
CAPITAL MARKETS UK LLP
NACON also announces that it has entrusted LOUIS
CAPITAL MARKETS with the implementation of a liquidity contract in
accordance with the decision of the Financial Markets Authority
(AMF) No. 2018-01 of 2 July 2018 applicable since 1 January 2019
establishing liquidity contracts for equity as an accepted market
practice. The purpose of this contract is to have LOUIS CAPITAL
MARKETS UK LLP as a Liquidity Provider to facilitate the trading of
the NACON shares on the regulated market of Euronext Paris. This
liquidity contract is concluded for a one year period renewable by
tacit agreement and will take effect on the morning of March 27,
2020. For the implementation of this contract, resources of 400,000
€ in cash have been allocated to the liquidity account.
The situations or conditions leading to the
suspension or termination of the liquidity agreement, mentioned in
the agreement, are as follows:
➢ Suspension of the agreement:
- Under the conditions referred to in article 5 of the
aforementioned AMF decision1
- At the initiative of the Issuer in certain situations and in
particular:
- the suspension of the trading of its shares by Euronext
Paris,
- an exceptional situation on the Euronext Paris market or
- if the Issuer no longer has authorisation to buy back its own
shares or if the share price is no longer within the intervention
ranges.
➢ Termination of the agreement:
- by the Issuer, at the end of the first 6 months of the first
year, at any time, with two weeks' prior notice, under the closing
conditions of the liquidity account provided for in the liquidity
contract,
- by the Investment Service Provider, with two weeks’ prior
notice,
- by the Investment Service Provider, when the Liquidity provider
contract linking the investment service provider to Euronext Paris
is terminated.
BREAKDOWN OF SHARE CAPITAL After the exercise
of the over-allotment option, Nacon capital and voting rights will
be, to the company's knowledge, held as follows:
Shareholders |
Total number of shares |
% of capital and voting rights |
Bigben Interactive |
65,097,988 |
76.67% |
Bpifrance Capital I |
1,818,181 |
2.14% |
Public |
17,992,750 |
21.19% |
Total |
84,908,919 |
100.00% |
FINANCIAL INTERMEDIARIES AND
COUNSELS
Joint Global
Coordinators
Legal
Counsel
Financial
Communication& Lead Managers
All information relating to the Initial Public Offering of NACON
can be found on https://corporate.nacongaming.com
INFORMATION AVAILABLE TO THE PUBLIC
Copies of the Prospectus approved by the
Financial Markets Authority on 19 February 2020 under the
number 20-047, are available free of charge at NACON’s head office,
396 rue de la Voyette, à Lesquin (59), as well as on the website
(https://corporate.nacongaming.com) and the AMF website
(www.amf-france.org). The prospectus visa should not be considered
as a favourable opinion on the securities offered. Investors are
invited to carefully consider the risk factors described in Section
3 «Risk factors» in the Registration Document and in Section
2 « Offer Risk Factors » in the Securities Note.
NEXT PUBLICATION
Annual sales 2019/20: Monday 27 April 2020Press
release after close of the Paris Stock Exchange
ABOUT NACON
NACON is a company of the BIGBEN Group founded
in 2019 to optimize its know-how through strong synergies in the
video game market. By bringing together its 8 development studios,
the publishing of AA video games, the design and distribution of
premium gaming devices, NACON focuses 20 years of expertise at the
service of players. This new unified business unit strengthens
NACON's position in the market, enables it to innovate by creating
new unique competitive advantages.
1NACON definition: All games with sales between
200,000 and 3 million copies and budgets between 1 and 20 M€
CONTACTS
INVESTORS RELATIONS
CAPVALUEGilles Broqueletinfo@capvalue.fr
Tel. ++33 1 80 81 50 00 |
PRESS RELATIONS
CAPVALUEDina Morindmorin@capvalue.frTel. ++33 1 80
81 50 04 |
SHAREHOLDERS RELATIONS
NACON infofin@nacon.fr |
Disclaimer
This press release does not, and shall not, in
any circumstances constitute a public offering nor an invitation to
the public in connection with any offer.
No communication and no information in respect
of this transaction or of Nacon 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 Nacon’s shares may be subject
to specific legal or regulatory restrictions in certain
jurisdictions. Nacon assumes no responsibility for any violation of
any such restrictions by any person.
This press release constitutes promotional
material only and not a prospectus within the meaning of Regulation
(EU) 2017/1129 of the European Parliament and the Council of 14
June 2017 (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://corporate.nacongaming.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 Nacon 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 Nacon are directed only
at Relevant Persons and no invitation, offer or agreements to
subscribe, purchase or otherwise acquire the securities of Nacon
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.
This press release does not constitute or form a
part of any offer or solicitation to purchase or subscribe for
securities in the United States or any other jurisdiction (other
than France). Securities may not be offered or sold in the United
States unless they have been registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”), or are exempt
from registration. The shares of Nacon have not been and will not
be registered under the U.S. Securities Act and Nacon does not
intend to make a public offer of its shares in the United
States.
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 Canada, Australia or Japan. This press
release may not be published, forwarded or distributed, directly or
indirectly, in the United States, Canada, Australia or Japan.
For a period of 30 days following the date of
start of trading in the Nacon’s shares on Euronext Paris (i.e.,
based on the indicative schedule, from 4 March 2020 to 27 March
2020 inclusive), Louis Capital Markets UK LLP acting as
Stabilization Agent may (but not under any circumstances), in
accordance with the applicable laws and regulations, in particular
those of Delegated Regulation No 2016/1052 of the European
Commission of 8 March 2016 supplementing Regulation (EU) No
596/2014 of the European Parliament European Union and the Council
and concerning the conditions applicable to buyback programs and
stabilization measures, carry out stabilization transactions in
order to stabilize or support the price of Nacon’s shares on the
regulated market of Euronext Paris. In accordance with Article 7 of
Delegated Regulation No 2016/1052 of the European Commission of 8
March 2016, stabilization transactions may not be carried out at a
price higher than the offering price. Such interventions may affect
the price of the shares and may result in the determination of a
higher market price than would otherwise prevail. Even if
stabilization operations were carried out, Louis Capital Markets UK
LLP could, at any time, decide to discontinue such transactions.
The information will be provided to the competent market
authorities and to the public in accordance with Article 6 of the
abovementioned Regulation. Pursuant to the provisions of Article 8
of the abovementioned Regulation, Louis Capital Markets UK LLP,
acting on behalf of the Joint Global Coordinators, Joint Lead
Managers and Joint Bookrunners of the offer, may make
over-allotments in connection with the offer up to the number of
shares covered by the over-allotment option, plus, if applicable, a
number of shares representing 5% of the offer (excluding exercise
of the over-allotment option).
Information for
distributors
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended (“MiFID
II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any
“manufacturer”(for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares
offered in the Offering (the “Offered Shares”) have been subject to
a product approval process, which has determined that the Offered
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the “Target Market
Assessment”). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Offered Shares may
decline and investors could lose all or part of their investment;
the Offered Shares offer no guaranteed income and no capital
protection; and an investment in the Offered Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom.
The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment for any
particular client of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the shares and
determining appropriate distribution channels.
Forward-looking statements
Certain information contained in this press
release is forward-looking statements, not historical data. These
forward-looking statements are based on current opinions, forecasts
and assumptions, including, but not limited to, assumptions
regarding the current and future strategy of the Group as well as
the environment in which the Group operates. They involve known or
unknown risks, uncertainties and other factors, which could cause
the actual results, performances or achievements, or the results of
the sector or of other events, to differ significantly from those
described or suggested by these forward-looking statements. These
risks and uncertainties include those listed and detailed in
Chapter 3 "Risk factors" of the registration document and in
Section 2 "Risk factors linked to the offer" of the securities
note.
These forward-looking statements are made only
as of the date of this press release, and the Group expressly
disclaims any obligation or commitment to publish updates or
corrections to forward-looking statements included in this press
release to reflect any change in forecasts or events, conditions or
the circumstances on which these forward-looking statements are
based. Forward-looking information and statements are not
guarantees of future performance and are subject to various risks
and uncertainties, many of which are difficult to predict and
generally beyond the Group's control. Actual results could differ
significantly from those described, or suggested, or projected by
forward-looking information and statements.
1 Article 5 of Chapter II of AMF decision No.
2018-01 of 2 July 2018 provides that the execution of the liquidity
agreement is suspended:-during the implementation of stabilisation
measures in accordance with Regulation (EU) 596/2014 of 16 April
2014 on market abuse (MAR). The suspension of the liquidity
agreement begins on the admission to trading of the shares affected
by the stabilisation measures and ends on the publication of the
information referred to in Article 6 paragraph 3 of Delegated
Regulation (EU) 2016/1052;-during a public offer or during a
pre-offer period and until the offer closes, when the Issuer is the
initiator of the offer or when its shares are covered by the
offer.
- Nacon - PR IPO Over-allot + Stabilisation + liquidity contract
2020_03_27 -ENG_website
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