SRP GROUPE
Showroomprive.com Showroomprivé (the « Company» or « SRP Group ») announces today the successof its share capital increase with shareholders' preferential subscription rights launched on December 3rd, 2018(the « Capital Increase »).This Capital Increase fora gross amount of EUR39.5 million, issue premium included, willresult in the issuance of 15,817,000 new shares (the « New Shares ») at a subscription price of EUR2.50 per New Share.
Proceeds from the Capital Increase will be used in particular to finance the acquisition of the remaining 40% of Beautéprivée's share capital not yet owned by Showroomprivé, for an estimated amount of between EUR20 and EUR25 million. This acquisition aims at strengthening the Group's leading position in the high growth potential vertical of beauty and well-being which complements the Group's traditional fashion offering.
The transaction will also finance, for an approximate amount of EUR5 million, the remaining part of the Group's logistics investment announced in March 2018, allowing the partial in-sourcing of logistics and the generation thereby of productivity gains and cost savings, with a positive EBITDA impact of approximately EUR4 million by 2020.
Finally, this transaction will enable the Group to increase its financial flexibility and will be used for general corporate purposes in the context of the "2018-2020 Performance Plan".
David Dayan and Thierry Petit, co-founders and co-CEOs of Showroomprivé, declare: "We would like to thank our shareholders, both individual and institutional, for their ongoing support. The success of this capital increasewill enable us to strengthen our presence on the beauty vertical and provide the company with additional financial means to implement the "2018-2020 Performance Plan". We are proud of Carrefour'sconfidence, which will continue to support us in the implementationof new projects and commercial partnerships."
Following the subscription period, which ended on December 17th, 2018, the final gross proceedsof the Capital Increase(issue premium included) amount toEUR39,542,500 and result in the issuance of 15,817,000 New Shares, at a subscription price of EUR2.50per New Share. Total demand amounted toEUR39.7 million, corresponding to a subscription rate of approximately 100.41%.
- 10,736,410 New Shares were subscribed on a non-reducible basis (à titreirréductible), representing67.88% of the New Shares to be issued; and
- Demand on a reducible basis (à titreréductible)accounted for 5,144,726 New Shares, and will therefore be partiallyallocatedfor an amount of 5,080,590 New Shares, representing 32.12% of the New Shares to be issued.
In accordance with their commitments[1]and after the scale for allotment has been applied, AncelleSàrl (controlled by Mr. David Dayan), TP Invest Holding Sàrl (controlled by Mr. Thierry Petit) and Carrefour (through CRFP 20) have subscribed to the Capital Increase on an irreducible basis (à titreirréductible) and on a reducible basis (à titreréductible) for amounts of EUR11,075,690, EUR7,329,460 and EUR11,381,440 respectively, representing 4,430,276 New Shares (i.e., 28.01% of the New Shares to be issued), 2,931,784 New Shares (i.e., 18.54% of the New Shares to be issued)and4,552,576 New Shares (i.e., 28.78% of the New Shares to be issued) respectively.
After completion of the Capital Increase, the co-founders and co-CEOs, David Dayan and Thierry Petit, and Carrefour will directly or indirectly holdrespectively15.53%, 8.87%, and 20.52% of the share capital of the Company[2].
Settlement and delivery of the New Shares and start of trading on the regulated market of Euronext Paris (Segment B) will take place on December 28th, 2018. The New Shares will carry dividendrights (jouissance courante) as from their issue date,and will entitle their holders to any dividends declared by the Company from the date of issue.They will be, as from their issue date, fully fungible with the Company's existing shares and will be traded under the same ISIN code as the Company's existing shares (ISIN code FR0013006558). Following this Capital Increase, the share capital of the company will amount to EUR2,024,576.08and will consist of 50,614,402shares with a nominal value of EUR0.04 each. Based on information available to date, the share capital of the Company after the Capital Increase will besplit as follows:
The Company has agreed to a lock-up expiring 180 calendar days following the settlement and delivery date of the New Shares, subject to certain customary exceptions.
AncelleSàrl, TP Invest Holding Sàrl, and Thierry Petit, and CRFP 20 have each agreed to a lock-up expiring 180 calendar days following the settlement and delivery date of the New Shares, subject to certain customary exceptions.
The Company has published a French language prospectus (the "Prospectus"), which has received the Autorité des marchés financiers ("AMF") visa n°18-543 on November 30th, 2018, comprising (i) the registration document (document de référence) of the Company filed with the AMF on April 26th, 2018 under number R. 18-029 and (ii) a securities note (note d'opération) (including a summary of the prospectus). Showroomprivé draws the public's attention to the risk factors included in chapter 4 "Risk Factors" of the registration document, in section 6 "Group Exposure to Financial Risks" of the interim financial report and in chapter 2 "Risk Factors" of the securities note (note d'opération). Copies of the French language Prospectus are available free of charge at the Company's headquarters, located at 1 rue des Blés, ZAC Montjoie, 93212 La Plaine Saint-Denis. The French language Prospectus is also available on the Company's website (www.showroomprivégroup.com) and on the AMF's website (www.amf-france.org).
ABOUT SHOWROOMPRIVE.COM Showroomprivé.com is a leading European online retailer for the Digital Woman. Showroomprivé offers a daily selection of more than 2,000 brand partners via its mobile apps and website in France and eight other countries. Since its launch in 2006, the company has enjoyed quick and profitable growth.
Showroomprivéis listed on Euronext Paris (code: SRP), and reported gross turnover of over EUR900 million incl. VAT in 2017, and net sales of EUR665 million, up 21% over the previous year. The Group employs more than 1,150 people.
For more information: http://www.showroomprivegroup.com
CONTACTS Showroomprivé
Damien Fornier de Violet, Investor relations investor.relations@showroomprive.net
Adeline Pastor, Communications Director +33 1 76 21 19 46 adeline.pastor@showroomprive.net
Taddeo
Anne Charlotte Neau, Consulting Director + 33 (0)1 83 97 41 48 anne-charlotte.neau@taddeo.fr
No communication or information relating to the capital increase or to SRP Group may be distributed to the public in any jurisdiction in which registration or approval is required. No action has been (or will be) undertaken in any jurisdiction outside of France where such steps would be required. The subscription for or purchase of securities of SRP Group may be subject to legal or regulatory restrictions in certain jurisdictions. SRP Group assumes no responsibility for any violation of such restrictions by any person. The distribution of this press release in certain jurisdictions may be restricted by law. This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC, issued by the European Parliament and the European Council on November 4, 2003, as amended by Directive 2010/73/UE, insofar as this Directive has been transposed in the concerned Member States of the European Economic Area (jointly referred to as the "Prospectus Directive"). This press release constitutes an advertisement. In France, an offer of securities to the public may only be carried out by virtue of a prospectus that has received a visa from the Autorité des marchésfinanciers. With respect to each member State of the European Economic Area (the "Member States") other than France that have transposed the Prospectus Directive, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, the securities may not and have not been offered in any Member State (other than France), except pursuant to Article 3(2) of the Prospectus Directive, to the extent transposed by such Member State, or under other circumstances not requiring SRP Group to publish a prospectus pursuant to the Prospectus Directive and/or the applicable regulations in such Member States.For the purposes of this paragraph, the term "offer to the public" in relation to any securities in a given Member State means the communication in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities so as to enable an investor to make a decision to buy or subscribe for the securities, as the same may be varied in that Member State. The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The transaction mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with, Relevant Persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein. This press release does not constitute an offer to sell securities in the United States or in any other jurisdiction. Securities may not be sold in the United States absent registration or exemption from registration under the U.S. Securities Act of 1933, as amended. SRP Group has not registered the offer or part of the offer in the United States or made a public offer of its securities in the United States of America. The securities of SRP Group have not been and will not be registered under the U.S. Securities Act, and SRP Group does not intend to make a public offer of its securities in the United States of America. The distribution of this press release in certain countries may be prohibited under applicable law. The information in this press release does not constitute an offer of securities in Canada, in Australia, or in Japan. This press release may not be published, transmitted or distributed, directly or indirectly, in the United-States (including its territories and possessions and any State of the United States), Australia, Canada, or Japan.
[1] Taking notably into account the acquisition of 52,707 preferential subscription rights of Miss Aurélie Dayan by AncelleSàrl for a symbolic price of EUR1.00. [2] It is recalled that threshold crossings resulting from this operation benefit from an exemption decision from the obligation to file a mandatory public tender offer (cf. AMF decision 218C1924 of December 3rd, 2018). Regulatory filing PDF file Document title: PR - Success of the share capital increase Document: http://n.eqs.com/c/fncls.ssp?u=XWOJVSAQLV |
| Language: | English |
| Company: | Showroomprive.com |
| 1, rue des Blés - ZAC Montjoie | |
| 93210 La Plaine Saint-Denis | |
| France | |
| Internet: | showroomprive.com |
| ISIN: | FR0013006558 |
| AMF Category: | Other news releases |
| End of Announcement | EQS News Service |
761763 21-Dec-2018 CET/CEST
