NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PRIVATE PLACEMENT OF SOITEC SHARES Soitec announces the sale of shares of the Company by a group of managers, through a private placement by way of an accelerated bookbuilding, as ...
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
PRIVATE PLACEMENT OF SOITEC SHARES
Soitec announces the sale of shares of the Company by a group of managers, through a private placement by way of an accelerated bookbuilding, as part of the new co-investment plan
Bernin (Grenoble), France, September 16th, 2019 – Soitec (Euronext Paris) (the “Company”), a world leader in designing and manufacturing innovative semiconductor materials, announces today the sale of 1,077,504 ordinary shares by a group of managers (the “Sellers”), representing approximately 3.3% of the Company’s share capital, through a placement by way of an accelerated bookbuilding to institutional investors (the “Placement”), and in line with the objective of a coordinated sell-down that had been announced on July 29th 2019.
The ordinary shares sold through the Placement derive from the conversion of preferred shares issued as part of the Company’s 2016-2019 incentive plan.
The price will be determined at the end of the bookbuilding of the Placement, which commences immediately, and the results of the Placement will be announced at the end of the bookbuilding process.
BNP Paribas is acting as Sole Global Coordinator and Joint Bookrunner, along with Société Générale, on behalf of the Sellers (together the “Joint Bookrunners”).
Paul Boudre, CEO of Soitec, declared: “The preferred shares allocation plan that the Company implemented three years ago ended for the majority of its beneficiaries in July 2019. Its outcome rewards the Company's spectacular turnaround to strong, profitable and sustainable growth.
Today’s sale of shares will allow the Company’s executives to reinforce their future subscription of shares, as part of the new co-investment plan. This plan is associated with new ambitious objectives both in terms of growth and profitability for the Company, as we detailed during our Capital Markets Day on June 13th 2019.”
This 3-year co-investment plan, which executives will subscribe for, could represent up to 3.75% of the Company’s share capital. Paul Boudre, who has just been confirmed by the Board of Directors as CEO for another term, has committed to invest in this plan the maximum amount he is authorised to.
Furthermore, Paul Boudre has agreed with the Sole Global Coordinator (on behalf of the Joint Bookrunners) to a 365-day lock-up for all his remaining Soitec shares issued as part of the 2016-2019 incentive plan.
Medium-term perspectives reiterated
During its Capital Markets Day held in Paris on June 13th 2019, Soitec announced its medium-term objective. Soitec is targeting approximately €900 million revenues for the 2021-2022 financial year and an EBITDA margin of approximately 31%, based on a euro/dollar exchange rate of 1.13.
Soitec considers that its extended industrial facilities, if operating at full capacity, would result in total revenues of approximately €1.4 billion and an EBITDA of approximately €450 million, equivalent to an EBITDA margin rate of approximately 32%, also based on a euro/dollar exchange rate of 1.13 (the EBITDA sensitivity to a 10 cents change in the euro/dollar rate is estimated at €45 million).
Soitec (Euronext Paris) is an industry leader in designing and manufacturing innovative semiconductor materials. The company uses its unique technologies and semiconductor expertise to serve the electronics markets. With more than 3,500 patents worldwide, Soitec’s strategy is based on disruptive innovation to answer its customers’ needs for high performance, energy efficiency and cost competitiveness. Soitec has manufacturing facilities, R&D centers and offices in Europe, the U.S. and Asia.
Soitec and Smart Cut are registered trademarks of Soitec.
For more information, please visit www.soitec.com and follow us on Twitter: @Soitec_EN.
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Soitec is a French joint-stock corporation with a Board of Directors (Société Anonyme à Conseil d’administration) with a share capital of €65,234,492.80, having its registered office located at Parc Technologique des Fontaines - Chemin des Franques - 38190 Bernin (France), and registered with the Grenoble Trade and Companies Register under number 384 711 909.
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This press release is for information purposes only and does not constitute an offer to sell securities. The offer of Soitec shares does not constitute a public offering of securities in any jurisdiction, including France.
In France, the offer is being made in reliance on article 1.4a) of regulation (EU) 2017/1129 of 14 June 2017 (the "Prospectus Regulation"), and no prospectus reviewed or approved by the French Autorité des marchés financiers will be published. The offering will not be made to the public and will carried only as an offering to qualified investors, investing for their own account, as defined in article 2.e) of the Prospectus Regulation.
With respect to the member states of the European Economic Area, other than France ("Member States") no action has been or will be taken in order to permit a public offer of Soitec shares which would require the publication of a prospectus in one of such Member States. In Member States, this press release and any offer if made subsequently are directed exclusively at persons who are “qualified investors” and acting for their own account within the meaning of the Prospectus Regulation. As a result, shares of Soitec may be offered (i) in Member States solely to qualified investors, as defined in the Prospectus Regulation and provided that such offer does not require the publication of a prospectus by the Company or BNP Paribas in accordance with article 3 of the Prospectus Regulation or of a supplement to a prospectus in accordance with article 23 of the Prospectus Regulation and (ii) in the United States to qualified institutional buyers ("QIBs") in reliance on Rule 144A of the U.S. Securities Act de 1933, as amended (the "Securities Act").
This press release is directed in the United Kingdom only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA"), and (ii) "high net worth entities" and other persons to whom this document may be lawfully communicated, referred to in Article 49(2) (a) to (d) of FSMA (such persons being referred to as Relevant Persons). The shares of Soitec are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.
This press release and the information contained herein may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
This press release does not constitute or form a part of any offer to sell, or a solicitation of an offer to buy, securities in the United States, Canada, Australia or Japan.
The offer and sale of securities referenced in this press release have not been and will not be registered in the United States under the Securities Act. Securities may not be offered or sold in the United States unless they are registered under the Securities Act, or exempt from registration. No public offering of Soitec shares will be made in the United States as part of this transaction.
Any investment decision to buy Soitec shares must be made solely on the basis of publicly available information regarding Soitec. BNP Paribas and Société Générale are authorized by the French Autorité de Contrôle Prudentiel et de Résolution (ACPR) to provide investment and banking services. The publication or distribution of the press release is prohibited in any jurisdiction where such publication or distribution would be in violation of applicable laws or regulations.
Source(s) : SOITEC
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