SRP Groupe S A : Successful capital increase - Showroomprivé raises 9.9 million euros
08/05/2020 | 01:12pm EDT
5 August 2020
SUCCESSFUL CAPITAL INCREASE
SHOWROOMPRIVÉ RAISES 9.9 MILLION EUROS
La Plaine Saint Denis, 5 August 2020 - Showroomprivé (SRP Group), a leading European online retailer specializing in fashion for the Digital Woman, today announces the success of its capital increase with shareholder preferential subscription rights, started on 17 July 2020.
The proceeds of the capital increase will be used by Showroomprivé to finance the Company's and its subsidiaries general expenses, as part of the strengthening of its financial structure under the agreement entered into on 29 April 2020 with the Group's banking partners. This operation marks the final stage of the refinancing operations set out in the agreement.
David Dayan and Thierry Petit, Showroomprivé co-founders and co-CEOs, made the following comments: "We're delighted by the resounding success of the capital increase, enabling the Company to finalise the refinancing agreement and strengthen our cash position. We would like to thank every Showroomprivé shareholder for their continued trust. We are now in a solid financial position that will enable us to embark on the next stages of our road map with confidence."
At the end of the subscription period on 31 July 2020, the total gross amount raised (issue premium included) came to €9,939,072.75, with the issue of 66,260,485 new shares at a subscription price of €0.15 each. Total demand amounted to approximately €18.7 million, at a subscription rate of approximately 188%:
63,082,448 new shares were subscribed on a non-reducible basis (à titre irréductible), representing 95.2% of the new shares to be issued; and
61,292,487 new shares were subscribed on a reducible basis (à titre réductible) and will therefore be partially allocated in the amount of 3,178,037 new shares, representing 4.8% of new shares to be issued.
In accordance with their commitments1 and after the scale of allotment has been applied, Ancelle S.à.r.l (controlled by Monsieur David Dayan) and TP Invest Holding S.à.r.l (controlled by Monsieur Thierry Petit) subscribed to the capital increase (on an irreducible basis (à titre irréductible) and on a reducible basis (à titre réductible)) for €3,184,144.05 and €2,468,959.50 respectively, representing 21,227,627 new shares (32.03% of the new shares to be issued) and 16,459,730 new shares (24.84 % of new shares to be issued), respectively.
After completion of the capital increase, the founding directors, David Dayan and Thierry Petit will directly or indirectly hold 24.76% and 17.82% of the SRP Group capital2, respectively.
Settlement and delivery of the new shares and their admission to trading on the Euronext Paris regulated market (Compartment C) is set to take place on 7 August 2020. The new shares will carry current dividend rights (jouissance courante) as from their issue and will entitle their holders to all distributions decided by the Company as from that date. As soon as they are issued, the shares shall be immediately considered equivalent to the Company's existing shares and, as such, will be traded under the same listing as the Company's existing shares (under ISIN code FR0013006558). Following the capital increase, share capital will amount to €4,698,470.76 and will consist of 117,461,769 shares with a nominal value of €0.04 each.
Based on information available at this time, the breakdown of the SRP Group's capital after completion of the capital increase is as follows:
Please note that the threshold crossings resulting from this operation were the subject of an exemption from the mandatory tender offer requirement (see decision no. 220C2134 published on 24 June 2020).
% of the share
Cambon Financière s.à.r.l
The Company has published a French language prospectus (the "Prospectus") which has been approved by the French Financial Markets Authority ("AMF") on 16 July 2020 under number 20-351, as well as a Prospectus Supplement approved by the AMF on 27 July 2020 under number 20-369, comprising a securities note (note d'opération), a summary and the universal registration document filed with the AMF on 30 April 2020 under number D.20-0438, as well as an amendment to the universal registration document filed with the AMF on 16 July 2020 under number D.20-0438-A01.
Showroomprivé draws the public' attention to the risk factors set out in Chapter 3 "Risk Factors" of the universal registration document, to section 2.7 of the URD amendment, and to section 2 "Risk Factors" of the securities note (note d'opération).
The Prospectus is available free of charge at the Company's registered office at 1 rue des Blés, ZAC Montjoie, 93212 La Plaine Saint-Denis. It can also be viewed on the Company's website (www.showroomprivégroup.com) and the AMF website (www.amf-france.org).
Showroomprivé.com is a European player in event-driven online sales that is innovative and specialized in fashion. Showroomprivé proposes a daily selection of more than 2,000 partner brands over its mobile applications or its Internet site in France and in six other countries. Since its creation in 2006, the company has undergone quick growth.
Listed on the Euronext Paris market (code: SRP), Showroomprivé achieved a gross business volume with all taxes included of more than 822 million euros in 2019, and net revenue of 616 million euros. The Group employs more than 950 people.
This press release is for information purposes only. This press release is of a promotional nature, as defined by EU Regulation 2017/1129 of 14 June 2017, and should not be considered a public offering, an offer to subscribe, an offer to sell or a solicitation of interest from the public, for the purpose of a public offering of financial securities in any country.
Neither the New Shares, nor the preferential subscription rights have been nor will they be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any market regulator in any state or other jurisdiction in the United States. As such, the New Shares and the preferential subscription rights may not be offered, sold, pledged, delivered or otherwise assigned or transferred via any means whatsoever in the United States, unless pursuant to an exemption provided by the Securities Act and pursuant to the regulations applicable in each State. Accordingly, the New Shares and preferential subscription rights will only be offered and sold as part of offshore transactions, pursuant to Regulation S under the Securities Act. The Universal Registration Document, the amendment to the Universal Registration Document, the securities note, the Prospectus summary and any other document drafted in connection with this transaction must not be distributed in the United States.
The dissemination, publication or distribution of this press release in certain countries may constitute a violation of the laws in force. The information contained in this press release does not constitute an offer of securities in France, the United States, Canada, Australia, or Japan, or in any other country. This press release must not be published, sent or distributed, directly or indirectly, within the United States, Canada, Australia or Japan. This document does not constitute an offer to sell or a public offering of Showroomprivé shares in the United States, or any other country.