BLUE SOLUTIONS 
By BLUE SOLUTIONS
Exercise in full of the over-allotment option
Total offering size increased to ? 46.0 million
Paris, November 6, 2013 -
Blue Solutions, a subsidiary of Groupe Bolloré specialised in electricity storage, announces today that, in relation to its initial public offering, BNP Paribas on behalf of BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG London Branch and HSBC France (the « Underwriters ») has exercised in full the over-allotment option consisting of 288,382 additional existing shares sold by par Bolloré S.A. and Bolloré Participations S.A. at the offering price of ? 14.50 per share.
As a result, the total number of Blue Solutions shares offered in connection with its initial public offering amounts to 3,172,214 shares, or 11% of Blue Solutions' share capital and voting rights, thereby increasing the total offering size to ? 46.0 million.
Following the exercise in full of the over-allotment option, Bolloré S.A. and Bolloré Participations S.A. will approximately hold 71.2% and 17.8% respectively of Blue Solutions' share capital and voting rights.
In addition, in accordance with article 631-10 of the « Règlement général de l'Autorité des marchés financiers », BNP Paribas, in its capacity as stabilizing manager, has informed Blue Solutions that no stabilization has been carried out during the stabilization period, i.e. from 29 October 2013 to today.
Information available to the public
The Prospectus, which has been approved by the Autorité des marchés financiers ("AMF") on October 16, 2013 under number 13-551 consisting of the document de base (the "Registration Document") registered on September 12, 2013 under number I.13-041, the note d'opération (securities note) and the summary of the Prospectus (included in the securities note), is available at the headquarters of Blue Solutions and from the financial intermediaries mentioned above. The Prospectus may also be accessed on the Internet websites of the Company (www.blue-solutions.com) and the AMF (www.amf-france.org).
As of the date of this announcement, the entities comprising Blue Applications are not part of Blue Solutions, which shares are listed on the NYSE Euronext stock exchange in Paris, France since October 30, 2013; the entities comprising Blue Applications will only be part of Blue Solutions if the Company exercises the call options granted to it. The relationship between Blue Solutions and Blue Applications is characterized by shared capitalistic interests, insofar as they are both controlled by the Bolloré Group (and will remain that way post-admission of the shares to trading on the NYSE Euronext Regulated Market in Paris, France), and shared commercial interests, since the total amount of LMP® batteries manufactured by Blue Solutions, or 96.7% of its net revenues in 2012, is either sold or rented out to entities of Blue Applications (its remaining balance stems from the sales of supercapacitors to clients external to Blue Applications). In particular, the sale of LMP® batteries to Bluecar is carried out by virtue of a long-term supply contract that will expire on December 31, 2022, and an extension of this contract beyond the said date is not expected as of the date of the Prospectus. In order to enable Blue Solutions to, in the future, exert control over the entire value chain (from the manufacturing of technologies to the sale of innovative solutions featuring such technologies), as of the date of this announcement, Blue Solutions benefits from seven call options that enable it to acquire all of the entities of the Blue Applications group from the Bolloré Group. The Company can, at any moment from September 1, 2016 to June 30, 2018, exercise any of the call options it was granted, it being specified that: (i) call options must target all of the shares comprising the share capital of the company(ies) concerned, and (ii) the Company is free to exercise all or only part of the call options it was granted. An independent expert appointed by the Chairman of the Commercial Court of Paris (Président du Tribunal de commerce) determines the exercise price of each of the call options at the request of the Company. The Company will decide whether or not to exercise the granted call options based on the independent expert's report. The call options will grant the Company a resale right that will enable it to receive, should it decide to waive its right to exercise any one of its options to acquire stock, and provided the Blue Applications entity in question is sold within the 18 months following such waiver, the capital gain the Company would have generated itself if it had exercised the stock purchase option then completed the sale itself
Risk factors
Blue Solutions draws to the public's attention the risk factors set forth in Chapter 4 of the document de base and Section 2 of the note d'opération. The materialization of one or more of these risks could materially adversely affect the business, assets, financial position, results of operations or the prospects of the Company, as well as the market price of its shares after they have been listed on the regulated market of NYSE Euronext in Paris.
Press contact:
DGM Conseil: +33 (0)1 40 70 11 89
About Blue Solutions
Blue Solutions, a Bolloré Group company, develops technologies that meet two major challenges facing the environment, namely development of green transportation and smart energy solutions. Electric batteries and supercapacities produced and distributed by Blue Solutions have natural outlets in the products and services provided through Blue Applications including Autolib', Blueboat, Bluebus, Bluecar, Bluecarsharing, Bluestorage, Bluesun (a 50-50 Bluestorage and Total Développement joint venture) and Bluetram. The Blue Solutions range is based on a unique clean and innovative technological advance, Lithium Metal Polymer (LMP) batteries that Bolloré has been developing since the early 90s and currently manufactures on production sites in France and Canada.
Disclaimer
This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer.
The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, as amended, in particular by the Directive 2010/73/EU of the European Parliament and the Council of November 24, 2010 and as implemented in each member State of the European Economic Area (the « Prospectus Directive »),.
With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (other than France), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the securities may not and will not be offered in any relevant member State other than France except in accordance with the exemptions set forth in Article 3(2) of the Prospectus Directive, if they have been implemented in that relevant member State, or under any other circumstances which do not require the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive and/or to applicable regulations of that relevant member State.
This document may not be distributed, directly or indirectly, in or into the United States of America. This document is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration. The shares of Blue Solutions have not been and will not be registered under the Securities Act, and Blue Solutions does not intend to make a public offer of its securities in the United States of America. Copies of this document are not being, and should not be, distributed in or sent into the United States of America.
In the United Kingdom, this document is only being distributed to, and is only directed at, persons that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
This document may not be distributed, directly or indirectly, in or into the United States of America, Canada, Australia or Japan.
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(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Blue Solutions via Thomson Reuters ONE
