PRESS RELEASE - Paris, 7 July
2015
TOUAX
YOUR OPERATIONAL
LEASING SOLUTION
Touax announces
the success of its offering of net share settled bonds convertible
into new shares and/or exchangeable for existing shares (ORNANE)
due 2020, for an amount of approximately EUR 23 million, following
the full exercise of the increase option
Fixing of the
final terms
THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR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 ») launched on 2 July 2015 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. The
transaction having been oversubscribed, the nominal amount has been
increased to approximately EUR 23 million following the full
exercise of the 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).
This transaction demonstrates the group's
willingness to carry out both asset financings and corporate
financings at Touax SCA holding's level, for the purpose of
diversification and optimization.
This refinancing transaction together with the EUR
55 million Senior Secured Rail Facility financing (press release
dated 29 June 2015) result in an average financing cost of 3.5%, in
line with the group's average cost of debt as of 31 December
2014.
The nominal value per Bond has been set at EUR
18.00, representing an issue premium of 25% over the Company's
reference share price on the regulated market of Euronext in
Paris (« Euronext Paris »). Following the full exercise of the
extension clause, the total issue size has been increased to EUR 22
999 986 corresponding to 1 277 777 Bonds.
The Bonds will bear interest at an annual nominal
rate of 6%, payable semi-annually in arrear on 10 July and 10
January 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 retains full flexibility in delivering 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 from the
issue date until 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.
An application for the admission to trading of the
Bonds on Euronext Paris has been 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.
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 1st 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
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 - success of its offering of
net share settled bonds convertible
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#1935258
Touax (EU:TOUP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Touax (EU:TOUP)
Historical Stock Chart
From Jul 2023 to Jul 2024