Final amount of
Subscription price per share:
Subscription of
SES-imagotag (the ' Company ') listed on the regulated market of Euronext in
The proceeds of the Issuance will enable the Company to finance both its international activities and growth.
The capital increase results in the issuance of 1,228,071 new ordinary shares at a subscription price of
As a result of the Issuance, the Company's share capital will be made up of 15,756,108 shares with a nominal value of
This share capital increase has been implemented in accordance with the authorizations granted by the Shareholders' Meeting held on
Not for publication, distribution or release, directly or indirectly, in
Press Release
SES-imagotag - 55, place
A limited company with share capital of
479 345 464
Tel: + 33 (0)1 34 34 61 61 - Fax: + 33 (0)1 55 69 78 00
www.ses-imagotag.com C3 - Restricted Natixis
Capital structure post Issuance
To the Company's knowledge, the breakdown of its share capital after the Issuance is as follows(1):
Shareholders Number of shares % capital % exercisable
voting rights
Kong) Co. 10,789,186 68.48 % 68.53 %
Ltd (
Public 3,772,297 23.94 % 23.96 %
Total 15,756,108 100 % 100%
(1) On a non-diluted basis: before the potential exercise of the 5,600 stock-options outstanding as of the date of this press release
and representing 0.04% of both share capital and voting rights of SES-imagotag.
Placement agreement
The Issuance has been the subject of a placement agreement entered into between the Bookrunner and the Company on
Lock-up undertakings
As part of the Issuance, the Company has undertaken a lock-up commitment with the Bookrunner for a period ending on 180 days after the settlement and delivery date of the Issuance, subject to certain exceptions.
As part of the Issuance,
Pursuant to the Investment Agreement,
Not for publication, distribution or release, directly or indirectly, in
Press Release
SES-imagotag - 55, place
A limited company with share capital of
479 345 464
Tel: + 33 (0)1 34 34 61 61 - Fax: + 33 (0)1 55 69 78 00
www.ses-imagotag.com C3 - Restricted Natixis
Free float enlargement and strengthening of the shareholder base Free float expansion from 20% to approximately 26%, assuming the inclusion of Qualcomm into the free float.
The dilution resulting from the Issuance represents 8.45% of the current share capital of the Company.
Risks factors
SES-imagotag draws the public's attention to the fact that pursuant to the provisions of Article L.411-2 of the French monetary and financial code and of the Article 1.5 of the Regulation (EU) 2017/1129 of
Detailed information regarding SES-imagotag, and specifically its business, its results and the corresponding risk factors, are included in the annual report of the Company dated
Besides the aforementioned risks linked to the Group's activity, the main risk factors relating to the Issuance are the following:
- The market price of the Company's shares may fluctuate and fall below the subscription price
of the new shares;
- As a result of stock market fluctuations, the volatility and liquidity of the Company's shares
could vary significantly;
- Company shares could be sold on the secondary market following the capital increase, and this
could have an adverse impact on the Company's share price;
- No dividend payment policy has been initiated, given the stage of development of the Company;
- In the event the Company issues new securities, after the capital increase has been carried out,
this would result in additional dilution for investors.
About SES-imagotag
For 25 years, SES-imagotag has been the trusted partner of retailers for in-store digital technology. SESimagotag, the worldwide leader in smart digital labels and pricing automation, has developed a comprehensive IoT and digital platform that delivers a complete set of services to retailers. The SESimagotag solution enables retailers to connect and digitally transform their physical stores; automate low-value-added processes; improve operational efficiency; better inform and serve customers; ensure information integrity to continuously optimize on-hand inventory; prevent stockouts and waste and create an omni-channel service platform that builds loyalty and meets evolving consumer expectations.
www.ses-imagotag.com
SES-imagotag is listed in compartment B of the Euronext Paris
Ticker: SESL - ISIN code: FR0010282822 - Reuters: SESL.PA - Bloomberg: SESL
Not for publication, distribution or release, directly or indirectly, in
unlawful.
Press Release
SES-imagotag - 55, place
A limited company with share capital of
479 345 464
Tel: + 33 (0)1 34 34 61 61 - Fax: + 33 (0)1 55 69 78 00
www.ses-imagotag.com C3 - Restricted Natixis
Contact
Shan - Investor Relations
Disclaimer
This press release may not be distributed or published, directly or indirectly, in
The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) No 2017/1129 of the
In
With respect to the Member States of the European Economic (the 'Member States') which are submitted to the provisions Prospectus Regulation, no action has been taken or will be taken to allow an offer to the public of the securities referred to in this press release, requiring the publication of a prospectus (pursuant to article 1.5 of the Prospectus Regulation) in any Member State. Consequently, the securities cannot be offered and will not be offered in any Member State, except in accordance with the exemptions set out in Article 3 of the Prospectus Regulation, or in the other situations which do not require the publication by the Company of a prospectus pursuant to Article 1.5 of the Prospectus Regulation and/or applicable regulation in the relevant Member State.
The distribution of this press release is not made, and has not been approved, by an authorized person ('authorized person') within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the
Press Release
SES-imagotag - 55, place
A limited company with share capital of
479 345 464
Tel: + 33 (0)1 34 34 61 61 - Fax: + 33 (0)1 55 69 78 00
www.ses-imagotag.com C3 - Restricted Natixis
been approved by the
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in
The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in
The Bookrunner is acting as financial adviser to the Company only and will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Bookrunner or for providing advice in relation to this communication or any other matter contemplated herein.
Certain information included in this press release are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the environment in which SES-imagotag operates, and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include those discussed or identified under Chapter 2 'Risk factors' in the Company's annual report dated 3 rd
Forward-looking statements speak only as of the date of this press release and SES-imagotag expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements included in this press release to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Such forwardlooking statements are for illustrative purposes only.
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