PRESS RELEASE
Paris, 2 July 2015
TOUAX
YOUR OPERATIONAL LEASING SOLUTION
Touax launches an
offering of net share settled bonds convertible into new shares
and/or exchangeable for existing shares (ORNANE) due 2020, with a
priority subscription period, for an initial amount of
approximately EUR 20 million, which may be increased up to a
maximum amount of approximately EUR 23 million, in case of full
exercise of the increase option
THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN. |
Touax SCA (the « Company » or « Touax ») is
launching today an offering of net share settled bonds convertible
into new shares and/or exchangeable for existing shares (ORNANE)
due 10 July 2020 (the « Bonds ») for an initial nominal amount of
approximately EUR 20 million. Such amount may be increased up to a
maximum nominal amount of approximately EUR 23 million in case of
full exercise of the 15% increase option by the Issuer in agreement
with the Global Coordinators and Joint Lead Managers.
The issue of the Bonds aims at lengthening the
average debt maturity of the group. The net proceeds from the issue
will be applied up to EUR 10 million to the partial refinancing of
the revolving credit facility borne by the Company and the
bilateral loan granted by Bank of China, the remainder being
applied to the progressive amortization of the short-term portion
of other operating debts of the group, mainly such as leasing
contracts (the latter representing approximately EUR 20.3 million
as of 30 April 2015).
These two financings will mature respectively on
14 April 2016 and 31 July 2015 and are currently being renegotiated
with the respective lenders in the context of a new unique credit
facility. The Company has already obtained tentative agreements
from most of the respective lenders for the refinancing of these
facilities, subject to certain conditions.
The shareholders of the Company registered in
book-entry form on 1 July 2015 will benefit from a 3 trading day
priority subscription period (délai de
priorité) to subscribe by irrevocable entitlement (à titre irréductible) from 2 July 2015 to 6 July 2015
(5.00pm, Paris time) inclusive (subject to applicable selling
restrictions). Such shareholder subscription order will be limited
up to a maximum amount corresponding to each shareholder's stake in
the Company's share capital applied to the maximum issue size, i.e.
to approximately EUR 23 million. In case the increase option is not
or partially exercised, priority subscriptions from shareholders
will be reduced on a prorata basis. There will be no additional
subscription entitlements subject to reduction (souscriptions à titre réductible).
The nominal value per Bond will represent an issue
premium comprised between 25% and 30% over the Company's reference
share price on the regulated market of Euronext in Paris («
Euronext Paris »).
The Bonds will bear interest at an annual nominal
rate of 6% payable semi-annually in arrear on 10 January and 10
July of each year (or if such date is not a business day, the
following business day), and for the first time on 10 January
2016.
The Bonds will be issued at par on 10 July 2015,
being the expected settlement and delivery date of the Bonds, and
will be redeemed at par on 10 July 2020 (or if such date is not a
business day, the following business day).
Bondholders will be entitled to a conversion right
which may be exercised at any time from 10 July 2015 until the
eighteenth trading day (excluded) preceding the maturity date
expected on 10 July 2020.
Upon exercise of their conversion right,
bondholders will receive, at the option of the Company, an amount
in cash and, as the case may be, new and/or existing Touax shares.
The Company also retains full flexibility to deliver new and/or
existing Touax shares only.
The number of shares to be delivered to
bondholders, as the case may be, will in particular depend on the
conversion ratio. Initially set at one share per Bond, this
conversion ratio will be adjusted in certain usual cases for this
type of financial instrument. In particular, the conversion ratio
will be adjusted if the Company distributes dividends between the
issue date and the maturity date.
Bondholders may request at their discretion the
early redemption of the Bonds on 1 August 2019, at par plus accrued
interest since the last interest payment date.
The Bonds will be offered by way of a private
placement (in the meaning of article L.422-2-II of the French Code
monétaire et financier) in France and outside France (excluding the
United States, Canada, Australia and Japan) and by way of a public
offering in France from 2 July 2015 to 6 July 2015 (5:00pm, Paris
time).
The final terms of the Bonds are expected to be
determined on 7 July 2015.
An application for the admission to trading of the
Bonds on Euronext Paris will be made. The admission to trading of
the Bonds is expected to take place on 10 July 2015.
In the context of the offering, the Company will
agree to a lock-up undertaking ending 90 calendar days after the
settlement and delivery date of the Bonds, subject to certain usual
exceptions.
This offering is led by Crédit Agricole Corporate
and Investment Bank and Société Générale Corporate & Investment
Banking acting as Global Coordinators, Joint Lead Managers and
Joint Bookrunners and Octo Finances acting as Global Coordinator,
Joint Lead Manager and Co-Bookrunner.
Availability of the
prospectus
A French prospectus comprising (i)
the Company's registration document filed with the Autorité des
marchés financiers (the « AMF ») on 23 March 2015 under n° D.15-087
and (ii) a securities note (including a summary of the prospectus)
which received visa n° 15-331 on 1 July 2015 (the « Prospectus »),
is freely available at the registered office of Touax, Tour
Franklin - 100-101 Terrasse Boieldieu - 92042 La Défense cedex,
France, on Touax's website (www.touax.com) and on the AMF's website
(www.amf-france.org).
The attention of investors is
drawn to (i) the risk factors mentioned on pages 21 to 36 of
Touax's registration document and in section 2 of the securities
note and to (ii) the section 3 of the securities note.
TOUAX Group leases out tangible
assets (shipping-containers, modular buildings, freight railcars
and river barges) on a daily basis to more than 5,000 customers
throughout the world, for its own account and on behalf of third
party investors. With more than €1.7 billion under management,
TOUAX is one of the European leaders in the operational leasing of
this type of equipment.
TOUAX is listed in Paris on NYSE
EURONEXT - Euronext Paris Compartment C (Code ISIN FR0000033003)
and on the CAC® Small and CAC® Mid & Small indexes and in
EnterNext PEA-PME.
For more information:
www.touax.com
Contacts:
TOUAX
Fabrice & Raphaël Walewski
Managing partners
touax@touax.com
Tel: +33 (0)1 46 96 18 00
ACTIFIN
Ghislaine GASPARETTO
ggasparetto@actifin.fr
Tel: +33 (0)1 55 88 11 11
Summary of the prospectus
Section A
- Introduction and warnings |
A.1 |
Introduction and notice |
This summary should be read as an introduction to the
Prospectus.
Any decision to invest in the financial instruments offered in the
transaction described herein should be based on a thorough review
of the Prospectus.
Where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor may,
under the national legislation of the Member States or parties to
the European Economic Area Agreement have to bear the costs of
translating the Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who have prepared
the summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the Prospectus,
key information needed by investors when to make a decision whether
or not to invest in the securities. |
A.2 |
Consent by the Issuer to the use of
Prospectus |
Not Applicable. |
Section B - Issuer |
B.1 |
Legal and commercial name |
TOUAX SCA ("TOUAX SCA" or the "Company") |
B.2 |
Registered office/Legal
form/Legislation/Country of incorporation |
Registered office: Tour Franklin - 23ème étage
- 100-101 Terrasse Boieldieu - 92042 La Défense cedex
Legal form: French law limited stock partnership (société en commandite par actions).
Applicable legislation: French law.
Country of incorporation: France. |
B.3 |
Key factors of the Issuer's operations and
its principal activities |
The TOUAX Group (as defined below) is a global service
supplier in operational leasing, selling and management of
standardised mobile equipment (shipping container equipment,
modular buildings, freight railcars and river barges. The Group
manages its own equipment as well as equipment for third-party
investors).The Group's shipping container business includes leasing
and hire-purchase, third-party asset management, and the sale of
new and used containers. The Group's modular building business
manufactures modular buildings, leases or sells them and provides a
certain number of services for customers, including assembly and
facility management in particular. The Group's river barge business
includes leasing and hire-purchase, and the sale of new and used
barges. The Group's freight railcar business includes leasing and
hire-purchase, third-party asset management, and the sale of new
and used railcars. |
B.4a |
Recent trends affecting the Issuer and its
industry |
Recent events :
The consolidated revenue for the 1st quarter of
2015 amounted to €68.2 million compared with €72.8 million in the
1st quarter of
2014, down by 6.2%. With exchange rates and scope remaining
constant, revenue decreased by 14.9% mainly due to the variation of
the US dollar.
Leasing revenue for the 1st quarter of
2015 amounted to €55.4 million, up by 13.6% (+3.2% with constant
exchange rates), marked by a rise in the value of the dollar in the
Shipping Containers business and a recovery of the Modular
Buildings business.
Revenue in the Modular Buildings division for the 1st quarter of
2015 increased by 6.6% to €24.4 million compared to the
1st quarter of
2014 (+5% with a constant exchange rate). The increase in leasing
revenue by 11.7% to €17.5 million results from a recovery in the
activity of all countries except France, with marked growths in
Poland, Germany, Benelux and the United States. Sales are also
rising in most countries, particularly Poland, Germany, Czech
Republic and Morocco but were down in France due to the strategy to
focus on the leasing activity. The recovery of the leasing business
generates re-leasing costs that will continue to weigh on the
EBITDA of the division in 2015. |
B.5
Description of the Group
The Issuer is the holding company
of the TOUAX Group (the "Group" or the
"TOUAX Group" consists of the Issuer and its
consolidated subsidiaries).
The Issuer is the holding company of the
Group:
untrentage held by
parent
Company purpose
Touax Corporate
France
100%
Service Company
Bitmap
TOUAX UK Ltd
United Kingdom
100%
Service Company
TOUAX Container Services
SAS
France
100%
Service Company
TOUAX Container Leasing Pte Ltd
Singapore
100%
Leasing of shipping containers
Gold Container Investment Ltd
Hong Kong
100%
Sale of shipping containers
Touax Corp.
USA
100%
Leasing and sale of shipping containers
Gold Container Corp.
USA
100%
Leasing and sale of shipping containers
TOUAX Solutions Modulaires
SAS
France
100%
Leasing and sale of modular
constructions
TOUAX Espana SA
Spain
100%
Leasing and sale of modular buildings
TOUAX SRO
Czech republic
100%
Modular Buldings assembly company
TOUAX SK Sro
Slovakia
100%
Leasing and sale of modular buildings
TOUAX BV
Netherlands
100%
Leasing and sale of modular buildings
TOUAX NV
Belgium
100%
Leasing and sale of modular buildings
SIKO Containerhandel GmbH
Germany
100%
Leasing and sale of modular buildings
TOUAX Sp.zo.o
Poland
100%
Leasing and sale of modular buildings
TOUAX Modular Building USA, Llc
USA
100%
Leasing and sale of modular buildings
TOUAX do Brazil
Brazil
100%
Sale of modular buildings
TOUAX Panama SA
Panama
100%
Sale of modular buildings
SACMI SARL
Marocco
51%
Sale of modular buildings
RAMCO SARL
Marocco
51%
Leasing of modular buildings
TOUAX Rail Ltd
Ireland
100%
Leasing and sale of
railcars
TOUAX Rail Romania SA
Roumanie
57,5%
Leasing and sale of railcars
CFCL TOUAX Llc
USA
51%
Leasing and sale of railcars
TOUAX River Barges
SAS
France
100%
Leasing and sale of river
barges
TOUAX Leasing Corp.
USA
100%
Leasing and sale of river barges
TOUAX Hydrovia Corp.
Panama
100%
Leasing and sale of river barges
TOUAX Rom SA
Romania
100%
Leasing and sale of river barges
Eurobulk Transport Maatschappij BV
Netherlands
100%
Leasing/ chartering of river barges
CS de Jonge BV
Netherlands
100%
Leasing/ chartering of river barges
B.6
Main shareholders
As at 9 June 2015, to the knowledge of the
Company, the shareholding of the Company was as follows:
Shareholders |
Number of shares |
% of share capital |
Number of voting rights |
% of voting rights |
of which number of double
voting rights |
Alexandre WALEWSKI |
551,822 |
9.38% |
551,829 |
7.45% |
14 |
Société Holding de Gestion et de Location |
631,660 |
10.74% |
1,096,455 |
14.81% |
929,590 |
Société Holding de Gestion et de
Participation |
645,966 |
10.98% |
1,125,767 |
15.20% |
959,602 |
Majority group Total |
1,829,448 |
31.09% |
2,774,051 |
37.46% |
1,889,206 |
SOFINA* |
1,316,250 |
22.37% |
1,871,588 |
25.28% |
1,110,676 |
Public - registered securities |
123,412 |
2.10% |
144,204 |
1.95% |
41,584 |
Public - bearer securities |
2,614,663 |
44.44% |
2,614,663 |
35.31% |
|
TOTAL |
5,883,773 |
100.00% |
7,404,506 |
100.00% |
3,041,466 |
* to the knowledge of
TOUAX |
|
|
|
|
|
B. 7
Selected financial
information
The following tables are excerpts from the
consolidated financial statements of the TOUAX Group for the
financial years respectively ended on December 31, 2012, 2013 and
2014 in accordance with International Financial Reporting Standards
(IFRS), as adopted by the European Union:
Key figures of the consolidated
income statement as at December 31, 2012, December 31, 2013 and
December 31, 2014:
(€ thousands) |
2014 |
2013 |
2012 |
Leasing revenue |
206 189 |
206 104 |
219 034 |
Sales of equipment |
172
502 |
143
158 |
138
952 |
Revenue |
378 691 |
349 262 |
357 986 |
EBITDAR (EBITDA before
distribution to investors) (1) |
94 948 |
102 487 |
118 266 |
EBITDA (EBITDA after
distribution to investors) (1) |
40 002 |
50 861 |
61 777 |
Current operating income |
4 123 |
7 349 |
29 042 |
Consolidated net profit/(loss), Group's
share |
(12 896) |
(15 303) |
9 146 |
Net
earnings per share (€) |
-2,19 |
-2,63 |
1,60 |
(1) The EBITDA represents the
operating income restated to include depreciation and provisions
for fixed assets |
|
Key figures of the consolidated
balance sheet as at December 31, 2012, December 31, 2013 and
December 31, 2014:
(€ thousands) |
2014 |
2013 |
2012 |
Total assets |
724 560 |
744 568 |
776 135 |
Gross tangible assets (1) |
683 882 |
681 675 |
649 708 |
ROI (2) |
5,85% |
7,46% |
9,51% |
Total non-current assets |
542 007 |
562 836 |
563 769 |
Shareholders' equity - Group's share |
162 646 |
156 856 |
148 978 |
Consolidated shareholder's equity |
184 555 |
184 405 |
173 013 |
Minority interests |
21 909 |
27 549 |
24 035 |
Gross debt |
439 106 |
453 589 |
491 783 |
Net debt (3) |
358 020 |
399 565 |
432 639 |
Dividend
paid per share (€) |
0,5 |
0,5 |
1 |
(1) The gross tangible assets do not
include the value of capital gains on internal disposals. |
|
|
(2) Return on Investment: represents the EBITDA
divided by the gross tangible assets. |
|
|
|
(3) The net debt is the gross debt after
deducting cash assets |
|
|
|
Except as indicated in Element B.4.a, there has
been no significant change in the financial or commercial condition
of the Company and there has been no material adverse change in the
prospects of the Company since December 31, 2014.
B.8
Pro forma information
Not applicable. The Company has
not prepared pro forma information.
B.9
Profit forecasts
Not applicable. The Company has
not communicated any profit forecasts.
B.10
Qualifications in the audit
reports on the historical financial information
Not applicable. The audit reports
on consolidated and statutory accounts relating to financial years
ended 31 December 2012, 2013, and 2014 do not contain any
qualifications.
B.11
Consolidated working capital
statement
At the date of this Securities
Note, the Group believes its net consolidated working capital is
not sufficient to face its current obligations during the following
twelve months due to existing financings maturing during this
period.
Two significant existing
financings, the Bank of China Credit Facility of a €10 million
principal amount and the Revolving Credit Facility of a €67.5
million principal amount, will mature during the twelve month
period as of the date of the Securities Note, respectively on July
31, 2015 and April 14, 2016. Discussions are ongoing with all
relevant banking institutions in order to renew these financings in
the context of a new unique credit facility for an amount of
approximately €67.5 million, it being specified that approximately
€10 million of the net proceeds resulting from the issue of the
Bonds subject of this Securities Note will be allocated to the
partial refinancing of the existing financings and that Bank of
China would be part of the new unique credit facility. At the date
of this Securities Notes, the Company has obtained from most of the
relevant banking institutions tentative agreements corresponding to
more tha 93% of the total amount of this new credit facility. Those
tentative agreements are subject to certain conditions (including
the issue of the Bonds subject of this Securities Note in respect
of a minimum principal amount of €20 million, the approval of the
credit committees of all the relevant banking institutions and the
finalization of a complete and satisfactory documentation). If the
relevant banking institutions give a definitive agreement, this
refinancing may occur during the summer of 2015 (please also refer
to Section 4.4.1 ("Liquidity risk") of the Reference Document and
notes 18.2.3 and 26 of the notes to the consolidated financial
statements in respect of the fiscal year ended December 31,
2014).
Following the issue of the Bonds
subject of this Securities Note and the renewal of the credit line
as mentioned above, the Group believes its net consolidated working
capital will be sufficient regarding its obligations during this
period.
"Bank of
China Credit Facility" refers to the revolving credit facility
entitled "Revolving and term loan agreement"
of up to €10 million, entered into on January 31, 2013, between,
among others, the Company and Touax Container Services, as
borrower, and Bank of China Ltd., as lender.
"Revolving Credit
Facility" refers to the agreement entitled "Revolving Credit Facility", of up to €67.5 million,
entered into on April 14, 2011, between among others, the Company,
as borrower, and Société Générale, as agent, and Société Générale,
Crédit Lyonnais, BRED - Banque Populaire, BanqueEuropéenne du
Crédit Mutuel, Crédit du Nord, BNP Paribas, KBC Bank, Succursale
Française, and Crédit Industriel et Commercial as original lenders
and maturing on April 14, 2016.
B.12
Credit rating
The issue will not be rated. The Company is not
rated.
Section C -
Securities
C.1
Description of the type and class
of the securities and identification number of securities
Net share settled bonds
convertible into new shares and/or exchangeable for existing shares
(ORNANE) (the "Bonds").
A request for admission of the
Bonds to trading on Euronext Paris, under ISIN code FR0012833077
will be made.
C.2
Currency
Euro
C.3
Number of Bonds issued and Par
value
The number of Bonds to be issued
shall equal the issue amount divided by the nominal par value of
the Bonds.
The nominal par value per Bond is
expected to be set at an issue premium between 25% and 30% over the
volume-weighted average price of the Company's share on Euronext
Paris on the whole trading day on July 7, 2015.
C.5
Restrictions on free
transferability of the Bonds
Not applicable: the Bonds are
freely transferable
C.7
Dividend policy
The Company has a policy of
regular distribution of an annual dividend. The dividend varies
according to the results. It has no set distribution rule such as a
fixed percentage of net income or the share price.
On January 2, 2015, the Company
paid an interim dividend of €0.50 per share. The managing partners
won't ask the general meeting of the shareholders of June 11, 2015
to approve an additional dividend.
Dividend's distributed for the
past three years are provided in the following table:
|
Amount per share (in euros) |
Amount distributed (in euros) |
2012 |
1.00 |
5,713,504 |
2013 |
0.50 |
2,867,517 |
2014 |
0.50 |
2,938,888 |
C.8
Rights attached to the
Bonds
Rank of the Bonds
The Bonds and the interest thereon
constitute direct, general, unconditional, unsubordinated and,
subject to the following paragraph ("Negative Pledge") unsecured
debt securities of the Company, and rank pari
passu without any preference amongst themselves (subject to
mandatory exceptions imposed by French law) with all other
unsubordinated and unsecured debt securities, present or future, of
the Company.
Negative pledge
As long as any of the Bonds remain
outstanding, the Company will not, and will ensure that none of its
Material Subsidiaries will, grant or permit to subsist, any
mortgage (hypothèque), pledge (nantissement), lien (gage) or
other security interest on all or part of their respective assets
or income, present or future, for the benefit of holders of other
bonds or other negociable financial instruments representing debt
instruments issued or guaranteed by the Company or any of its
Material Subsidiaries without granting the same securities and
status to the Bondholders.
Such commitment is given only with
respect to the issuances of bonds or other negociable financial
instruments representing debt instruments issued or guaranteed by
the Company and does not in any way affect the right of the Company
or any of its Material Subsidiaries to dispose of their respective
assets or to grant any security in respect of such assets in any
other circumstances.
"EBITDA"
refers to the current operating income (operating result after
distribution to investors) restated to include depreciation and
provisions for fixed assets, being calculated on the consolidated
financial statements of the Company.
"Subsidiary"
refers to a company controlled, directly or indirectly, as provided
for in article L. 233-1 of the French Code de
commerce.
"Material
Subsidiaries" means, at any time, any Subsidiary of the Company
(i) whose turnover is equal or higher than 10% of the annual
consolidated turnover of the Group; and/or (ii) whose annual EBITDA
is equal or higher than 10% of the annual consolidated EBITDA of
the Group, it being understood that, if the annual cumulated
turnover of such Subsidiaries is below 80% of the annual
consolidated turnover of the Group or if the annual cumulated
EBITDA of such Subsidiaries is below 80% of the annual consolidated
EBITDA of the Group, the Company shall designate other Subsidiaries
as Material Subsidiaries so that the cumulated annual turnover of
each Material Subsidiary will be equal or higher than 80% of the
annual consolidated turnover of the Group and the annual cumulated
EBITDA of each Material Subsidiary will be equal or higher than 80%
of the annual consolidated EBITDA of the Group.
C.9
Rights attached to Bonds
Nominal rate - interest
Annual nominal rate of 6.0%,
payable semi-annually in arrears on July 10 and January 10 of each
year (each being, an "Interest Payment Date").
It being specified that if the Interest Payment Date is not a
business day, the Interest will be paid on the first following
business day.
Issue Date and Settlement Date of
the Bonds
July 10, 2015 (the "Issue
Date")
Term
5 years.
Maturity Date
July 10, 2020 (the "Maturity
Date").
Redemption at maturity
In full, on July 10, 2020 (or on
the following business day if such date is not a business day) by
redemption at par.
Early redemption at the Company's
option
-
at any time, from August 9, 2018 until the
maturity date of the Bonds, for all, but not part, of the
outstanding Bonds, subject at least to fourty-five (45) calendar
days' prior notice, by redemption at par plus accrued interest, if
the arithmetic mean, calculated over a period of twenty (20)
consecutive trading days during the forty (40) trading days that
precede the publication of the early redemption notice, of the
products of the volume-weighted average price of the Company's
shares on Euronext Paris on each date and the Conversion Ratio (1
share per Bond subject to adjustment) (as defined hereafter) in
effect at the same date exceeds 130% of the par value of the
Bonds;
-
at any time, for all, but not some only, of the
outstanding Bonds, subject to at least fourty-five (45) calendar
days' prior notice, by redemption at par plus accrued interest, if
less than 15% of the Bonds originally issued remain
outstanding;
-
at any time, for all or part of the Bonds
without limitation as to price or quantity, by repurchases either
on the market or in over-the-counter transactions or by means of
public tender or exchange offers.
Early redemption of the
Bonds
Possible, at par plus accrued
interest and subject, where appropriate, that the early redemption
event has not been remedied or waived:
-
in the event of default of payment of any
amount, in principal or interest, due by the Company in respect of
any Bond, lasting more than fifteen (15) calendar days from the due
date for payment;
-
if the Company breaches any of the other
provisions relating to the Bonds and does not correct such breach
within thirty (30) calendar days from the date the Company receives
written notice of such breach from the Representative of the Masse
;
-
(i) in the event of a payment default in respect
of any loan debt, present or future, of the Company or any of its
Material Subsidiaries, other than the Bonds, exceeding,
individually or collectively, an amount higher than €5 million (or
its equivalent in any other currency) when it is due and payable,
when applicable, at the expiry of any applicable grace period, (ii)
in the event of enforcement higher than €5 million of a security on
such loan debt, (iii) in the event of payement default of any
amount due in respect of a security granted by the Company or any
of its Subsidiaries for such third-party loan debt or (iv) in the
event of early redemption due to the violation of contractual
obligations in respect of any loan debt, present or future, of the
Company or any of its Material Subsidiaries, exceeding,
individually or cumulatively, an amount higher than €5 million (or
its equivalent in any other currency) when applicable, at the
expiry of any applicable grace period;
-
in the event that the Company or any of its
Material Subsidiaries enters into a volountary agreement with its
creditors, is subject to a bankruptcy proceeding or is being wound
up voluntarily, to the extent permitted by law, is subject to any
other similar procedure, or a judgment is delivered for the full
divestiture of the business of the Company or of any of its
Material Subsidiaries;
-
if the Company or any of its Subsidiaries is
liquidated, dissolved, merged, split or absorbed before the full
repayment of the Bonds, except in the event of a liquidation,
dissolution, merger, de-merger orabsorption following which (i),
with regard to the Company, all the undertakings of the Company
under the Bonds are transferred to the surviving entity or (ii)
with regard to any of its Material Subsidiaries, the surviving
entity remains controlled (under article L. 233-3 of the French
Code de commerce), directly or indirectly, by
the Company ; or
-
in the event of delisting of the shares from
Euronext Paris or from a regulated market under the Directive
2004/39/EC of April 21, 2004 with regard to the financial
instruments markets, within the European Economic Area or any other
similar market.
Early redemption at the
Bondholders' option
Each holder of a Bond (a
"Bondholder") might request the early
repayment of its Bonds at par plus accrued interest :
"Change of
Control" means the occurrence of any of the following
events:
-
Société Holding de Gestion et de Location or the
Société Holding de Gestion et de Participation ceases to be general
partner (associé commandité) of the
Company ; and or
-
Société Holding de Gestion et de Location or the
Société Holding de Gestion et de Participation ceases to be
controlled (under article L. 233-3 of the French Code de commerce), directly or indirectly, by the
Walewski Family.
"Walewski
Family" means Raphaël Walewski, Fabrice Walewski and/or
Alexandre Walewski, their spouses and former spouses, their
decendants or relatives, and/or any entity of which at least 90% of
the shares or voting rights are held by one of these persons.
"Société Holding
de Gestion et de Location" means the Luxembourg société anonyme, with a share capital of €7,271,010,
headquartered at 124, boulevard de la Pétrusse, L-2330 Luxembourg,
Grand Duché de Luxembourg, registered under number
B185375 342.
"Société Holding
de Gestion et de Participation" means the Luxembourg société anonyme, with a share capital of €7,293,510,
headquartered at 23, route d'Arlon, L-8008 Strassen, Grand Duché de
Luxembourg, registered under number B185331.
Conversion Right
Bondholders will have the right to
receive for their Bonds, in the circumstances described below (the
"Conversion Right"), the following, at the
option of the Company:
1 - either:
(a)
if the Conversion Value (as defined below) is less than or equal to
the par value of the Bond: an amount in cash equal to the product
of (a) the Conversion Value and (b) the number of Bonds for which
the Conversion Right has been exercised; or
if the Conversion Value is greater
than the par value of the Bond:
(i)
an amount in cash equal to the product of the par value of the Bond
and the number of Bonds for which the Conversion Right has been
exercised; and
(ii) an
amount payable in new and/or existing shares of the Company, at the
option of the Company, corresponding to the product of (a) the
difference between the Conversion Value and the par value of the
Bond and (b) the number of Bonds for which the Conversion Right has
been exercised (the "Payment in Shares").
"Conversion
Value" is equal to the Conversion Ratio multiplied by the
arithmetic mean of the daily volume-weighted average price of the
Company's shares over a period of ten (10) consecutive trading days
(reduced to five (5) consecutive trading days in the event of a
public offer) beginning from the trading day that follows the end
of the Notification Period (as defined below) (the "Average Share Price").
The number of new and/or existing
shares of the Company to be allocated shall be equal to the amount
produced by dividing the Payment in Shares by the Average Share
Price (rounded down to the nearest whole number, the remaining
fraction of the shares being paid in cash).
"Conversion
Ratio" equals one (1) share per Bond on the Issue Date, subject
to adjustments.
"Notification
Period" means the period not longer than four (4) trading days
following the exercise date during which the Company will inform
the centralising agent (who will in turn inform the financial
intermediaries responsible for servicing the Bonds, who will inform
the relevant Bondholders) if it intends to grant Bondholders having
exercised their Conversion Right either (i) an amount in cash and,
if applicable, new and/or existing shares of the Company or (ii)
only new and/or existing shares.
2 - or (whether the Conversion
Value is lower, greater or equal to the par value of the Bond),
only new and/or existing shares of the Company. The total number of
new and/or existing shares to be allocated (at the option of the
Company) will then be equal to the product of the Conversion Ratio
by the number of Bonds for which the Conversion Right has been
exercised.
Exercise of the Conversion Right
results in the cancellation of the Bonds for which it was
exercised.
Exercise of the Conversion
Right
Bondholders will be able to
exercise their Conversion Right as from the Issue Date and until
the 18th trading day
(exclusive) preceding the Maturity Date.
Dividend entitlement and listing
of the shares issued or allocated upon exercise of the Conversion
Right
New shares:
- New shares will carry full
rights. They will be immediately fungible with the existing shares
and will be the subject of applications for listing on Euronext
Paris, on the same listing line as the existing shares.
Existing shares:
- The existing shares will carry
full rights. They will be immediately tradable on the stock
exchange.
Applicable
law
French law
Representative of the
Bondholders
Pursuant to article L. 228-103 of
the French Commercial Code, Bondholders will
be grouped together in a single Masse, which
shall have the status of a legal entity, to defend their shared
interests.
Representative of the Masse of Bondholders
Association de Représentation des
Masses de Titulaires de Valeurs Mobilières (« ARM »)
Centre Jacques Ferronnière
32 rue du Champ de Tir
CS 30812
44308 Nantes CEDEX 3
France
C.10
Derivative instruments
Not applicable. The payment of
interests on the Bonds is not linked to any financial
instrument.
C.11
Application for admission to
trading on a regulated market
Application will be made for the Bonds to be
listed on Euronext Paris and to be admitted to the clearing systems
of Euroclear France, Euroclear Bank S.A./N.V. and/or Clearstream
Banking S.A. (Luxembourg). The admission to trading of the Bonds is
expected to occur on July 10, 2015 under ISIN code
FR0012833077.
No application for admission to
trading on another market is planned at the date hereof.
C.22
Information about the underlying
shares
As of the date of the Prospectus,
the Company's share capital amounts to €47,070,184 divided into
5,883,773 shares with a €8 unitary par value, all fully paid up and
divided among the shareholders in proportion to their respective
rights in the Company.
Description of
the underlying shares:
The underlying shares are admitted
to trading under "TOUP" on Compartment C of Euronext Paris market
(ISIN code FR0000033003). The Company's shares are classified under
sector 2000 "Industry", 2700 "Industry - Goods and services", 2770 "Industrial Transport" and 2777 "Transport services" of the ICB sectorial
classification.
Currency
Euro
Rights attached to the underlying
shares:
New shares issued, as the case may
be, upon exercise of the Conversion Right will be ordinary shares
of the same category as the existing ordinary shares, which will
carry immediate dividend rights and will be subject to all of the
provisions of the Company's by-laws.
Based on current French
legislation and the Company's by-laws, the principal rights
attached to the new and/or existing shares are the entitlement to
dividends, the right to share the profits of the Issuer, the voting
right, the preferential subscription right, the right to share in
any surplus in the event of liquidation.
Restrictions on
the free tradability of the shares:
No statutory provision limits the
free tradability of the Shares comprising the share capital of the
Company or shares that will be issued or delivered, if applicable,
upon exercise of the Conversion Right.
Listing of the
underlying shares:
The new shares of the Company will
be assimilated to other existing ordinary shares and will be
subject of applications for admission to trading on Euronext Paris
on the same listing line as the existing shares.
New and/or existing shares issued
or delivered upon the exercise of the Conversion Right will be
immediately tradable.
Section D -
Risks
D.1
Key risks specific to the Issuer
and its industry
Before making any investment decision of investing
in the Bonds, investors are invited to carefully examine main risks
related to the Company and the Group, summarized below:
- Legal and regulatory risks
-
Risk of violations of anti-corruption laws,
sanctions or other similar regulations applicable in the countries
in which the Group operate or intend to operate
-
Risk relating to zoning laws which may restrict
the use of temporary building and therefore may limit the Company's
ability to offer all of its modular building products in all of its
markets
-
The River Barges division is subject to the
Jones Act
-
Proven risks which may or may not be due to
non-compliance with contractual commitments-disputes
-
Risk relating to litigation to enforce leases
and recover equipments
- Geopolitical and global economic
risks
-
Risk relating to a deceleration or reversal of
the global economic recovery
-
Risk relating to the international nature of the
industries where the Company operates
-
Risk relating to the dynamic competitive
landscapes marked by intense competition from a variety of
competitors
-
Risk relating to terrorist attacks, the threat
of such attacks or the outbreak of war and hostilities
-
Risk relating to the level of demand from
customers to lease or buy the Company's equipment
-
Risk relating to a misjudgement of demand for
the Company's rental equipment or a cancellation of a customer
contract
-
Risk relating to expenses incurred in connection
with underutilized equipment in stock
-
Risk relating to the disruption of the Company's
supply chain
-
Risk relating to consolidation among equipment
manufacturers
-
Risk relating to lease prices for the Company's
equipment
-
Risk related to the concentration of the
Company's customers
-
Risk relating to the fact that the Company's
Shipping Containers and Freight Railcar customers may choose to own
their equipment rather than lease it
-
Risk related to the fluctuation of gains and
losses associated with the disposition or trading of used
equipment
-
Risk related to public sector contracts
-
Risk related to disruptions ate one of the
Company's modular builfing factories
-
Risk related to the dependence on subcontractors
and other third parties for the operations of certain of the
Company's businesses
-
Risk related to the ownership amount of the
Company's equipment in its fleet and to the ownership risks of such
equipment
-
Risk related to the management of a substantial
portion of the Company's shipping container and freight railcar
fleets on behalf of third-party investors
-
Risk to climate change or market or regulatory
responses to climate change
-
Risk related to the effective design of the
Company's modular building assets
-
Risk related to the costs incurred to reposition
the Company's shipping containers, freight railcars, river barges
or modular buildings
-
Risk related to title registries to evidence the
ownership of the Company's assets
-
Risk related to the senior executive and
management team and other key personnel of the Company
-
Risk related to the liens that may arise on the
Company's equipment in the ordinary course of business
-
Risk related to the failure of the Company's
business strategies
-
Risk related to unforeseen integration obstacles
or costs attached to acquisitions or joint ventures
-
Risk related to the different tax regimes to
which the Company's operations are subject
-
Risk related to the fair market value of the
Company's long-lived assets in comparison to the value of those
assets reflected in the Company's financial statements
-
Risk related to the Company's proprietary
information technology systems
-
Risk related to significant increases in raw
material costs
- Liability and insurance risks
-
Risk related to improper design, manufacture,
repare or maintain the Company's equipement
-
Risk related to the liability for damages caused
the equipement the Company leases or sells
-
Risk related to the costs imposed by the
Company's businesses' general regulatory framework and compliance
thereto
-
Risk related to insurance.
D.3
Key risks specific to the
Securities
-
The Bonds are complex financial securities with
a debt component and an option component linked to the underlying
shares of the Company and are not necessarily suitable for all
investors. Investors must be able to understand in which cases and
under what conditions exercising the Conversion Right could benefit
them.
-
At the time when a Bondholder exercises its
Conversion Right, such Bondholder will not know if the Company will
distribute a cash amount and/or new shares and/or existing shares,
and in the event of an allocation partly in new and/or existing
shares, the Bondholder will not know the trading price of the
shares of the Company that will, as the case may be, serve as the
basis for calculating the number of shares that could be allocated
to such Bondholder. In the event where the Conversion Value will be
lower than the par value of a Bond, the Bondholder who has
exercised its Conversion Right for its Bonds may receive an amount
in cash lower than the par value of its Bonds. It will therefore be
in the interest of a Bondholder to exercice its Conversion Right
only if he anticipates a Conversion Value higher than the par value
of a Bond.
-
The terms and conditions of the Bonds could be
modified with the consent of the Masse of
Bondholders.
-
An active trading market for the Bonds may not
develop. If such a market were to develop, the market price of the
Bonds could be subject to considerable volatility.
-
The market price of the Bonds will depend on
numerous factors, such as the Company's share price, volatility,
interest rates, credit risks and dividends, etc.
-
Bondholders benefit from limited anti-dilution
protection.
-
The Bonds' negative pledge clause allows the
Company, under certain circumstances, to freely dispose of its
assets and/or grant security interests in respect of such
assets.
-
The Company will not be required to gross up its
payments in respect of the Bonds (interest, redemption, etc.) to
offset any imposed withholding tax.
-
The Bonds are subject to limited financial
restrictions.
-
The Company may not be able to pay interest on
the Bonds or redeem the Bonds at their maturity.
-
Certain Bondholders may be exposed to exchange
rate risk.
-
The provisions applicable to the Bonds may be
discarded in the event of the application of the French bankrupcy
law.
-
Bondholders may be required to pay taxes, or
other documentary charges or duties according to the laws and
practices prevailing in the countris where the Bonds and/or shares
are purchased or sold or in other jurisdictions.
-
The Proposal on the European financial
transaction tax could, if it was adopted and implemented in the
national legislation, increase the costs of the Bonds
transactions.
-
Bonds are not rated.
-
The underwritting agreement may not be executed
or, after execution, may be terminated, and the issue may not be
carried out.
Section E -
Offer
E.2b
Use of proceeds
This issue aims at lenghtening the average debt
maturity of the Group.
The net proceeds from this issue
will be applied up to approximately €10 million to the partial
refinancing of the Revolving Credit Facility and the Bank of China
Credit Facility, the balance being applied to the progressive
amortization of the short-term portion of other operating debts of
the Group, mainly such as leasing contracts (the latter
representing approximately €20.3 million as of April 30, 2015).
E.3
Terms and conditions of the
offer/ Issue size and gross proceeds
Approximately €20 million, which
may be increased up to a maximum amount of approximately €23
million if the extension clause at the option of the Issuer with
the agreement of the Global Coordinators and Joint Lead Managers,
which allows for an increase of 15% of the initial amount of the
issue, is fully exercised.
Net proceeds
Approximately €19 million (in the
event of a gross proceeds of approximately €20 million), which may
be increased up to a maximum amount of approximately €22 million
(in the event of a gross proceeds of approximately €23 million) in
the event of the exercise in full of the extension clause.
Number of
Bonds
The number of Bonds to be issued
shall equal the issue amount divided by the nominal par value of
the Bonds.
Par value per Bond
The nominal par value per Bond is
expected to be set at an issue premium between 25% and 30% over the
volume-weighted average price of the Company's share on Euronext
Paris on the whole trading day on July 7, 2015.
Preferential subscription
rights
The shareholders of the Company
have waived their preferential subscription rights.
Priority subscription
period
From July 2, 2015 to July 6, 2015 inclusive.
The shareholders of the Issuer will benefit from a
priority subscription period to subscribe by irrevocable
entitlement (à titre irréductible) for the
maximum amount of the issue, i.e.
approximately €23 million. There will be no additional subscription
entitlements subject to reduction (souscriptions à
titre réductible) during the priority subscription period.
In the event the extension clause is not exercised
or is partly exercised, the shareholders' priority subscription
orders will be reduced proportionately.
Only holders of the Issuer's
shares registered as of July 1, 2015 will benefit from the priority
subscription period. Each shareholder will be able to subscribe for
the issue on a priority basis up to the entirety of his
participation in the Issuer's share capital.
Private placement
In France (pursuant to article L.
411-2 II of the French Code monétaire et
financier) and outside of France, from July 2, 2015 to July 6, 2015
inclusive, in accordance with a "book-building" process, excluding
the United States of America, Canada, Japan and Australia (the
"Private Placement").
Public offer
In France from July 2, 2015 to
July 6, 2015 (inclusive) ("Public Offer").
Intentions of the principal
shareholders
The two main shareholders of the
Company, namely Société Holding de Gestion et de Location on the
one hand and Société Holding de Gestion et de Participation on the
other hand, have indicated to the Company their intention not to
subscribe to this issue. The Company is not aware of any other
Shareholders' intention to subscribe to the issue.
Issue price of the Bonds
At par.
Gross yield to maturity
6.0% (in the absence of exercise
of the Conversion Right (as defined below) and in the absence of
early redemption of the Bonds).
Global Coordinators and Joint
Lead Managers
Crédit Agricole Corporate and
Investment Bank, Octo Finances and Société Générale
Joint Bookrunners
Crédit Agricole Corporate and
Investment Bank and Société Générale.
Co-Bookrunner
Octo Finances.
Underwriting
The Bonds will be placed by Crédit Agricole
Corporate and Investment Bank, Société Générale and Octo
Finances.
The present offering will also be underwritten,
with respect to the entire issue of the Bonds included in this
Offering, by Crédit Agricole Corporate and Investment Bank and
Société Générale each, up to 50% of the amount of the issue,
respectively.
The underwriting agreement is
expected to be entered into on the day on which the final terms and
conditions of the Bond will be determined, i.e. July 7, 2015 and
will include a customary termination clause for this type of
contract and may be terminated, until the definitive completion of
the settlement and delivery of the Bonds offered hereunder, by the
Joint Bookrunners upon the occurrence of certain events.
Lock-up commitment
For the Company, as from the
signing of the underwriting agreement and for a period of ninety
(90) calendar days after the issue date of the Bonds, subject to
certain usual limited exceptions.
Impact of the issuance on the
consolidated shareholders' equity
Dilution in
the event of allocation of new and/or existing shares
only
For illustrative purposes should
the Company decide to allocate only new and/or existing shares in
the event of exercise of the Conversion Right, the impact of the
issuance of new shares and/or the delivery of existing shares upon
exercise of the Conversion Right for all the Bonds on the portion
of consolidated shareholders' equity per share attributable to the
Group (calculated on the basis of consolidated shareholders' equity
attributable to the Group as of 31 December 2014 - as set out in
the consolidated accounts of 31 December 2014, the number of shares
that make up the issued share capital on such date (or 5,883,773
shares) after deduction of 6,865 treasury shares, at a share price
of €14.77 (volume-weighted average price on Euronext Paris of the
Company's shares during the trading day on July 1, 2015) and an
issue premium of 25%) would be as follows:
Assumption used for the purposes of the following
table: Conversion Ratio equals to 1.
|
Portion of consolidated shareholders' equity per
share
(in euros) |
|
Non-diluted basis |
Diluted basis(1) |
Before issuance of the Bonds |
27.68 |
27.97 |
After issuance of the Bonds and exercise of the Conversion
Right - in the absence of exercise of the extension clause |
26.24 |
26.56 |
After issuance of the Bonds and exercise of the Conversion
Right - in case of exercise in full of the extension clause |
26.06 |
26.38 |
(1) In the
event of the exercise of all of the 1,278,910 redeemable equity
warrants giving right to subscribe shares (bons de
souscriptions d'actions remboursables) outstanding as at
December 31, 2014, subject of the prospectus which received visa
from the AMF n°07-042 on February 6, 2007.
Dilution in
the event of allocation of an amount in cash and new and/or
existing shares
For illustrative purposes should
the Company decide to allocate an amount in cash and new and/or
existing shares in the event of exercise of the Conversion Right,
the impact of the issuance of new shares and/or the delivery of
existing shares upon exercise of the Conversion Right for all the
Bonds on the portion of consolidated shareholders' equity per share
attributable to the Group (calculated on the basis of consolidated
shareholders' equity attributable to the Group as of 31 December
2014 - as set out in the consolidated accounts of 31 December 2014,
the number of shares that make up the issued share capital on such
date (or 5,883,773 shares) after deduction of 6,865 treasury
shares, at a share price of €14.77 (volume-weighted average price
on Euronext Paris of the Company's shares during the trading day on
July 1, 2015) and an issue premium of 25%) would be as follows:
Assumption used for the purposes of the following
table: Conversion Ratio equals to 1.
|
Portion
of consolidated shareholders' equity (in euro) |
|
An average share price equal to 110% of the par value of the
Bond, i.e., €20.31 |
An average share price equal to 150% of the par value of the
Bond, i.e., €27.69 |
An average share price equal to 200% of the par value of the
Bond, i.e., €36.92 |
|
Non-diluted
basis |
Diluted
basis(1) |
Non-diluted
basis |
Diluted
basis(1) |
Non-diluted
basis |
Diluted
basis(1) |
Before issuance of the Bonds |
27.68 |
27.97 |
27.68 |
27.97 |
27.68 |
27.97 |
After issuance of the Bonds and exercise of the Conversion
Right - in the absence of exercise of the extension clause |
27.52 |
27.82 |
27.14 |
27.45 |
26.90 |
27.21 |
After issuance of the Bonds and exercise of the Conversion
Right - in case of exercise in full of the extension clause |
27.50 |
27.80 |
27.07 |
27.38 |
26.79 |
27.11 |
(1) In the
event of the exercise of all of the 1,278,910 redeemable equity
warrants giving right to subscribe shares (bons de
souscriptions d'actions remboursables) outstanding as at
December 31, 2014, subject of the prospectus which received visa
from the AMF n°07-042 on February 6, 2007
Impact
of the issuance on the holding of a shareholder
Dilution in the
event of allocation of new shares only
For illustrative purposes, should
the Company decide to allocate only new shares in the event of
exercise of the Conversion Right, the impact of the issuance of new
shares delivered upon exercise of the Conversion Right in respect
of all of the Bonds on the equity interest of a shareholder holding
1% of the Company's share capital prior to the issuance and not
subscribing to the issuance (calculated on the basis of the issued
share capital as of 31 December 2014 at a share price of €14.77
(volume-weighted average price on Euronext Paris of the Company's
shares during the trading day on July 1, 2015) and an issue premium
of 25%) would be as follows:
Assumption used for the purposes of the following
table: Conversion Ratio equals to 1.
|
Shareholder's ownership interest
(in %) |
|
Non-diluted basis |
Diluted basis(1) |
Before issuance of the Bonds |
1 |
0.94 |
After issuance of the Bonds and exercise of the Conversion
Right - in the absence of exercise of the extension clause |
0.84 |
0.80 |
After issuance of the Bonds and exercise of the Conversion
Right - in case of exercise in full of the extension clause |
0.83 |
0.79 |
(1) In the
event of the exercise of all of the 1,278,910 redeemable equity
warrants giving right to subscribe shares (bons de
souscriptions d'actions remboursables) outstanding as at
December 31, 2014, subject of the prospectus which received visa
from the AMF n°07-042 on February 6, 2007.
Dilution in the event of allocation of an amount in cash
and new shares
For illustrative purposes, should
the Company decide to allocate an amount in cash and new shares in
the event of exercise of the Conversion Right, the impact of the
issuance and of the conversion into new shares delivered upon
exercise of the Conversion Right in respect of all of the Bonds on
the equity interest of a shareholder holding 1% of the Company's
share capital prior to the issuance and not subscribing to the
issuance (calculated on the basis of the issued share capital as of
31 December 2014 at a share price of €14.77 (volume-weighted
average price on Euronext Paris of the Company's shares during the
trading day on July 1, 2015) and an issue premium of 25%) would be
as follows:
Assumption used for the purposes
of the following table: Conversion Ratio equals to 1.
|
Shareholder's ownership interest
(in %) |
|
An average share price equal to 110% of the par value of the
Bond, i.e., €20.31 |
An average share price equal to 150% of the par value of the
Bond, i.e., €27.69 |
An average share price equal to 200% of the par value of the
Bond, i.e., €36.92 |
|
Non-diluted
basis |
Diluted
basis(1) |
Non-diluted
basis |
Diluted
basis(1) |
Non-diluted
basis |
Diluted
basis(1) |
Before issuance of the Bonds |
1 |
0.94 |
1 |
0.94 |
1 |
0.94 |
After issuance of the Bonds and exercise of the Conversion
Right - in the absence of exercise of the extension clause |
0.98 |
0.93 |
0.94 |
0.89 |
0.92 |
0.87 |
After issuance of the Bonds and exercise of the Conversion
Right - in case of exercise in full of the extension clause |
0.98 |
0.93 |
0.93 |
0.88 |
0.90 |
0.86 |
|
|
|
|
|
|
|
|
|
|
(1) In the
event of the exercise of all of the 1,278,910 redeemable equity
warrants giving right to subscribe shares (bons de
souscriptions d'actions remboursables) outstanding as at
December 31, 2014, subject of the prospectus which received visa
from the AMF n°07-042 on February 6, 2007.
Summary indicative
timetable
July 1,
2015 |
AMF approval (visa) of the French
Prospectus. |
July 2, 2015 |
Publication by the Company of a press release announcing the
launch and the indicative terms of the issuance.
Publication by Euronext of a notice relating to the issuance of the
Bonds.
Opening of the book-building for the Private Placement.
Opening of the shareholders' priority subscription
period.
Opening of the Public Offer period.
|
July 6, 2015 |
End of the book-building for the Private Placement.
End of the shareholders' priority subscription period
(17h00).
End of the Public Offer (17h00). |
July 7, 2015 |
End of the extension clause exercise period.
Determination of the Final Terms.
Publication by the Issuer of a press release announcing the final
terms and conditions of the Bonds.
Allotments.
Signing of the Underwriting Agreement. |
July 8, 2015 |
Publication by Euronext of a notice relating to the admission
to trading of the Bonds. |
July 10, 2015 |
Settlement and delivery of the Bonds.
Admission to trading of the Bonds on Euronext Paris. |
Financial intermediary
responsible for financial services and for servicing the
Bonds
Société Générale Securities
Services
Calculation Agent
Conv-Ex Advisors Limited
Investor contact
Raphaël and Fabrice Walewski
Tour Franklin - 23e étage - 100-101, Terrasse
Boieldieu - 92042 La Défense cedex, France
Tél : +33 1 46 96 18 00
[INTENTIONALLY OMITTED]
E.4
Interests material to the
Offer
Crédit Agricole Corporate and
Investment Bank, Octo Finances, Société Générale and/or certain
companies that are part of their groups have provided and/or may in
the future provide various banking, financial, investment,
commercial or other services to the Company or to members of the
Group, their shareholders or directors in exchange for which they
have received or may receive compensation.
Besides, Crédit Lyonnais and
Société Générale are acting, in particular, (i) as lenders and
arrangers of short and medium-term loans granted to the Company
and/or to certain of its subsdiaries, including the Revolving
Credit Facility, as defined above, it being specified that a
portion of the net proceeds resulting from the issue of the Bonds
subject of this Securities Note will be allocated to the partial
refinancing of the Revolving Credit Facility. Moreover, it is
expected that Société Générale would act as agent in respect f the
new unique credit facility currently under discussion. Crédit
Lyonnais and Société Générale are also acting (ii) as interest rate
and/or foreign exchange hedging banks on behalf of the Company
and/or certain of its subsdiaries and/or (iii) as issuers of market
commitments and/or facilities guarantees for the benefit of the
Company.
Such services are provided in the
ordinary course of business.
E.7
Expenses charged to the
investors
Not applicable; no expenses are
charged to the investor by the Company.
****************
DISCLAIMER
This press
release does not constitute an offer to purchase or to subscribe
the Bonds in the United States of America, Canada, Australia or
Japan.
No communication or information relating to the
issuance of the Bonds may be distributed to the public in a country
where a registration obligation or an approval is required. No
action has been or will be taken outside France in any country
where such action would be required. The offering and the
subscription of the Bonds may be subject to specific legal and
regulatory restrictions in certain jurisdictions; Touax accepts no
liability in connection with a breach by any person of such
restrictions.
This press release constitutes an advertisement.
It does not constitute a prospectus within the meaning of the
Prospectus Directive (as defined below).
This press release does not, and shall not, in any
circumstances, constitute an offer to the public of Bonds by Touax
nor an invitation to the public in connection with any offer in any
jurisdiction other than France.
The offer and sale of the Bonds will be carried
out through (i) a private placement in France and outside France
(but not in the United States of America, Canada, Australia or
Japan) to qualified investors in accordance with Article L; 411-2
II of the French Monetary and Financial Code and (ii) a public
offer (offre au public) in France only after the granting of a
"visa" by the French Autorité des marches financiers on the
prospectus relating to the issuance and the admission to trading on
Euronext Paris of the Bonds.
European Economic Area
In each of the various Member States of the
European Economic Area other than France which has implemented the
Prospectus Directive (the "Relevant Member States"), with effect
from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant
Implementation Date"), no action has been undertaken or will be
undertaken to make an offer to the public of the Bonds requiring
the publication of a prospectus in any Relevant Member State,
except that an offer to the public in that Relevant Member State
may be made at any time with effect from and including the Relevant
Implementation Date under the following exemptions under the
Prospectus Directive:
(a) to any legal entity which is a qualified
investor, as defined in the Prospectus Directive;
(b) to fewer than 150 legal persons (other than
qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive, subject to obtaining the
prior consent of the relevant dealer or dealers nominated by the
Issuer for any such offer ; or
(c) in any other circumstances falling within
Article 3(2) of the Prospectus Directive;
provided that no such offer of the Bonds shall
require the Company or any institution responsible for the
placement to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this paragraph, (i) the notion
of an "offer to the public of the Bonds" in any Relevant Member
State, means any communication, to individuals or legal entities,
in any form and by any means, of sufficient information on the
terms and conditions of the offering and on the Bonds to be
offered, thereby enabling an investor to decide to purchase or
subscribe for the Bonds, as the same may be varied in the Relevant
Member State by any measure implementing the Prospectus Directive,
and (ii) the expression "Prospectus Directive" means Directive
2003/71/EC of the European Parliament and Council of 4 November
2003 (and amendments thereto, including by Directive 2010/73/EU of
the European Parliament and Council dated 24 November 2010), and
includes any relevant implementing measure in each Relevant Member
State.
This selling restriction is in addition to any
other selling restriction applicable in those Member States who
have implemented the Prospectus Directive.
United Kingdom
This press release is being distributed and is
addressed only to (i) persons located outside the United Kingdom,
(ii) investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (iii) high net worth companies, and other
persons designated by Article 49(2) (a) to (d) of the Order (the
persons mentioned in paragraphs (i), (ii), and (iii) all deemed
relevant persons ("Relevant Persons")). The Financial Instruments
(as defined below) are intended only for Relevant Persons and any
invitation, offer or contract related to the subscription, tender,
or acquisition of the Financial Instruments may be addressed and/or
concluded only with Relevant Persons. Any person other than a
Relevant Person must abstain from using or relying on this press
release and all information contained herein.
Each of the institutions responsible for the
placement has acknowledged that:
(i) it has only communicated or distributed,
caused to be communicated or distributed, will only communicate or
distribute, and will only cause to be communicated an invitation or
inducement to engage in investment activity within the United
Kingdom within the meaning of Section 21 of the Financial Services
and Markets Act 2000 (the "FSMA") received by it in connection with
the issue or sale of any Bonds or Shares delivered upon the
exercise of the Conversion Right (the "Financial Instruments") in
circumstances in which Section 21(1) of the FSMA does not apply to
the Company; and (ii) it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by
it in relation to the Financial Instruments in, from or otherwise
involving the United Kingdom.
United States of America
This press release may not be published,
distributed or transmitted in the United States of America
(including their territories and dependencies, any state of the
United States of America and the District of Columbia). This press
release does not constitute any solicitation to purchase or an
offer to purchase or to subscribe the Bonds in the United States of
America. The Bonds and, if applicable, the new ordinary shares
deliverable upon conversion and the existing ordinary shares
deliverable upon exchange of the Bonds, have not been, and will not
be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or with any securities regulatory authority
of any state or other jurisdiction of the United States of America,
and may not be offered, sold, pledged or otherwise transferred in
the United States of America, except pursuant to an exemption from
the registration requirements of the Securities Act and in
compliance with applicable state securities laws. The Bonds will be
offered or sold only outside of the United States of America in
"offshore transactions" in accordance with Regulation S under the
Securities Act. Touax does not intend to register all or any
portion of the offering of the Bonds in the United States of
America or to conduct a public offering of the Bonds in the United
States of America.
In addition, until 40 days after date of the
granting of a "visa" by the French Autorité des marchés financiers
on the prospectus relating to the issuance and the admission to
trading on Euronext Paris of the Bonds, an offer or sale of Bonds
within the United States by a dealer (whether or not it is
participating in the offering) may violate the registration
requirements of the Securities Act.
Canada, Australia and Japan
The Bonds have not been offered or sold and may
not be offered, sold or purchased, in Canada, Australia and
Japan.
Touax issuing ORNANE for €20
million
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: TOUAX via Globenewswire
HUG#1933318
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