Not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan. This press release is not an offer of securities, or a solicitation for purchase, subscription or sale of securities in ...
Not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan. This press release is not an offer of securities, or a solicitation for purchase, subscription or sale of securities in the United States of America or in any other jurisdiction in which it would be unlawful to do so.
Launch of a rights issue, for an amount of approximately €75 million
- Ratio: 7 new shares for 11 existing shares
- Subscription price: €0.32 per new share
- Subscription period: from May 16th, 2016 to May 30th, 2016 (inclusive)
Bernin, France, May 13th, 2016 - Soitec (Euronext Paris), world leader in the manufacturing of revolutionary semiconductor materials, announces today the launch of a capital increase with preferential subscription rights for a total gross amount of approximately €75.4 million, including the issue premium (the "Rights Issue").
This Rights Issue, combined with the reserved capital increases for an amount of approximately €76.5 million granted to Bpifrance Participations, CEA Investissement and NSIG Sunrise (the "Reference Shareholders"), completed on May 2nd, 2016, will allow Soitec to complete a global capital increase for a gross amount of approximately €151.9 million.
Purpose of the Rights Issue
The Rights Issue is part of the agreement entered into between the Company and the Reference Shareholders, formalized through the signing of a subscription agreement and a shareholders' agreement, both dated March 7th, 2016, aiming to strengthen its balance sheet structure, finance its future growth through the capacity investments required for the production of 300 mm FD-SOI on the Bernin II (France) site and building a long term group of shareholders intending in particular to support the mass adoption of FD-SOI technology and to support its industrial expansion. Following the reserved capital increases performed on May 2nd, 2016, for an amount of approximately €76.5 million, each of the Reference Shareholders holds 14.5% of the capital of Soitec.
The Company's decision to strengthen its capacity investments for the production of FD-SOI falls within the framework of its strategy to refocus its activities in the Electronics sector and the promising prospects related to the large-scale adoption of FD-SOI by the semi-conductor industry.
The funds raised as a result of the Rights Issue, combined with the funds raised as a result of the reserved capital increases performed on May 2nd, 2016, as well as part of the available cash of the Company, are intended on the one hand to finance the industrial capacity investments for the production of FD-SOI (approximately €40 million), to reimburse the loans with a maturity date in May 2016 (approximately €50 million, which will be partly repaid through the offset of receivables), and to strengthen the balance sheet structure of the Company by financing the repurchase of the 2018 OCEANEs provided as part of the reverse bookbuilding and the standing repurchase offer (approximately €61 million for a total amount of the initial issuance of €103 million).
Mr. Paul Boudre, Chairman and CEO of Soitec, commented: "We invite our shareholders to participate in Soitec's new momentum by subscribing to this rights issue. This rights issue will finalize the global recapitalisation project announced three months ago and approved by our general Shareholders' meeting. This project already allowed us to build a reference shareholding base and to achieve an increase in funds of €76.5 million. Soitec is today engaged in a favourable dynamic: we have restored profitable growth in the Electronics business segment, our core business on which we have completely refocused our operations, and our prospects in this sector are promising. With this rights issue, Soitec will be able to further strengthen its balance sheet structure, while financing its industrial capacity investments due to support the mass adoption of FD-SOI technology by the semiconductors industry".
Main terms of the Rights Issue
The Rights Issue will result in the creation of 235,682,510 new shares at a price of €0.32 per share, comprising a nominal value of €0.10 and an issue premium of €0.22, for total gross proceeds (including the issue premium) of €75,418,403.20.
Each shareholder of the Company will receive, on May 16th, 2016, one (1) preferential subscription right for every share registered in its securities account following the business day of May 13th, 2016, 11 preferential subscription rights allowing the holders to subscribe 7 new shares on a non-reducible basis.
Based on Soitec's closing share price on the regulated market of Euronext in Paris on May 11th, 2016, i.e. €0.68, the theoretical value of one (1) preferential subscription right amounts to €0.14 and the theoretical value of the share ex-rights amounts to €0.54.
The subscription price represents a discount of 52.9% compared to Soitec's closing share price on May 11, 2016 and a discount of 40.7% to the theoretical value of the share ex-rights.
Subscription requests may also be made on a reducible basis but remain subject to a reduction in the event of over-subscription. The new shares that are eventually not subscribed to on a non-reducible basis shall be distributed and allocated to the holders having subscribed on a reducible basis.
The offer will be open to the public in France only.
BNP Paribas and Natixis acts as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners for the Rights Issue. Lazard is acting as financial advisor to the Company.
Amounts paid in connection with the subscription will be centralized by BNP Paribas Securities Services, Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin (France) which will establish a funds deposit certificate acknowledging the Rights Issue.
Indicative timetable of the Rights Issue
The subscription period for the new shares will begin on May 16th, 2016 and will end on May 30th, 2016 inclusive. During this period, the preferential subscription rights will be listed and traded on the regulated market of Euronext Paris under ISIN code FR0013170503. The preferential subscription rights not having been exercised upon the closing of the subscription period, namely on May 30th, 2016, shall automatically lapse and lose their value.
The settlement and delivery as well as the admission to trading of the new shares are expected to take place on June 8th, 2016. The new shares will bear current dividend rights and will confer the right, from their issuance, to all dividends decided by the Company from this date. They will be immediately identical to the existing shares of the Company and will be traded on the same quotation line as these shares under ISIN code FR0004025062.
Bpifrance Participations, CEA Investissement and NSIG Sunrise, each totalling 14.5% of Soitec's share capital following the reserved capital increases for a global amount of €76.5 million, announced on February 10th, 2016 and completed on May 2nd, 2016, undertook to subscribe to the Rights Issue on a non-reducible basis by exercising all of their preferential subscription rights, subject to the non-termination of the underwriting agreement entered into between Soitec on the one hand, and BNP Paribas and Natixis on the other hand. The three Reference Shareholders' subscription undertakings on a non-reducible basis cover 43.5% of the Rights Issue, representing a total amount of €32,806,999.68, including the issue premium.
The Company is not aware of the intentions of the other shareholders. The abovementioned sales of preferential subscription rights will occur on the market or off-market, pursuant to market conditions applicable on the date of such sales.
It also specified that, pursuant to resolution no. 9 approved by the shareholders' combined general meeting dated April 11th, 2016 as well as the board of directors' decision dated May 12th, 2016, CEA Investissement may, until February 28th, 2017, subscribe, under the same terms and conditions than those of the reserved capital increases completed on May 2nd, 2016, to new shares representing up to 0.5% of the Company's share capital post-completion of the Rights Issue.
Standstill and lock-up
Soitec agreed to a lock-up period of 180 calendar days following the settlement and delivery of the Rights Issue, subject to certain standard exceptions.
Each of the Reference Shareholders agreed, subject to certain exceptions, to a lock-up period from May 12th, 2016, until the 90th calendar day following the settlement and delivery of the Rights Issue.
NSIG Sunrise committed not to increase, directly or indirectly, alone or in concert, its stake and voting rights in the Company beyond 14.5% through acquisitions of existing shares during a period of three years from the settlement-delivery of the Rights Issue, and as long as no other shareholder of the Company exceeds this threshold (or, in the case of CEA Investissement, a threshold between 14.5% and 15%).
The new shares to be issued as part of the Rights Issue (except for the portion covered by the subscription undertakings by the Reference Shareholders mentioned above), i.e. 133,160,636 new ordinary shares representing 56.5% of the issuance, is subject to an underwriting agreement signed on May 12th, 2016, between the Company on the one hand, and BNP Paribas and Natixis on the other hand, acting as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners.
This agreement is not a guarantee of proper execution (garantie de bonne fin) pursuant to Article L. 225-145 of the French Commercial Code.
Information available to public
The Prospectus filed with the Autorité des marchés financiers (the "AMF") under visa number 16-168 dated May 12th, 2016, consists of Soitec's Document de Référence filed with the AMF on June 10th, 2015, under number D.15-0587, Soitec's first Actualisation du Document de Référence filed on March 7th, 2016, under number D.14-0587-A01, and Soitec's second Actualisation du Document de Référence filed on April 27th, 2016, under number D.15-0587-A02, as well as a securities note and a summary of the Prospectus (included in the securities note).
Copies of the Prospectus may be obtained free of charge at Soitec's registered office, Parc Technologique des Fontaines, Chemin des Franques - 38190 - BERNIN - France, on the Company's corporate website (www.soitec.com), on the AMF's website (www.amf-france.org) and from BNP Paribas and Natixis, acting as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners.
The Company draws investors' attention to the risk factors described in pages 7 to 14 of the Document de Référence, in page 7 of the first Actualisation du Document de Référence and section 2 of the securities note. Indeed, the occurrence of these risks, a few of them, or other risks not yet identified or so far considered as non-significant by Soitec, could have a detrimental effect on the Company's activity, results, financial position or revenues.
Soitec (Euronext, Paris) is a world leader in designing and manufacturing innovative semiconductor materials. The company uses its unique technologies and semiconductor expertise to serve the electronics and energy markets. With 3,600 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. For more information, please visit www.soitec.com.
For any additional information, please contact:
| Investors Relations|
+33 (0)6 16 38 56 27 ou +1 858 519 6230
Retail Investors Relations
+33 (0)8 05 10 99 39
| Press Relations |
+33 (0)1 53 32 61 27
+33 (0)1 53 32 61 51
This document constitutes an advertisement and not a prospectus.
No communication or other information related to this transaction or to Soitec S.A. may be transmitted to the public in a country in which any approval or registration is required. No steps to such end have been taken or will be taken by Soitec S.A. in any country in which such steps would be required (other than France).
This press release and the information contained herein do not constitute and cannot be construed as a public offer, an offer to sell or subscribe or a solicitation of an order to purchase or subscribe securities in any country, other than France.
This press release does not constitute an offer or a solicitation to sell or subscribe for securities requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated November 4, 2003, as amended, including by Directive 2010/73/EU (together, the "Prospectus Directive", such expression including any relevant implementing measure in each member State of the European Economic Area).
With respect to the member states of the European Economic Area other than France (each a "Member State") having implemented the Prospectus Directive, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in any Member State. In each Member State, the information contained herein is addressed solely to persons who are "qualified investors" within the meaning of the Prospectus Directive.
The securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, or sold in the United States in the absence of such registration or an applicable exemption from the registration requirement under the Securities Act. Soitec S.A. does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States.
This press release is neither an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This press release is directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iv) other persons to whom this document may be lawfully communicated (all persons listed in (i), (ii), (iii) and (iv) above being referred to as "Relevant Persons"). The securities of Soitec S.A. described herein 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.
The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons physically located in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.
This press release must not be published, released or distributed, directly or indirectly, in the United States, Australia, Canada or Japan.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: SOITEC via Globenewswire
Source(s) : SOITEC
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