Micropole launches a capital increase with preferential subscription rights for a maximum amount of €1,843,116
Operation eligible for PEA, PEA-PME
Micropole, an international consulting and digital services company (ESN), present in Europe and Asia and focused on high value-added services, supports its customers in the fields of Performance Management, Digital Transformation and Data Governance. The Group announces the launch of a capital increase with preferential subscription rights (DPS) through the issue of 2,595,939 ordinary shares at a unit price of €0.71.
Context of the operation
This operation, reserved in priority for Micropole shareholders, aims to support the Group in accelerating its development, through the financing of external growth operations and investments in innovation.
- Continuing the external growth policy, aiming at highly targeted acquisitions of limited size. Several target companies have already been identified. The objective is to accelerate the deployment of its offerings in France in some of its existing international locations (Switzerland and Belgium).
- Financing of the Group's start-up gas pedal, dedicated to supporting the commercial development of innovative companies around the value of Data and Digital. Since the beginning of 2016, the gas pedal has been offering support to young companies with expertise in consulting and integration around data processing and analysis, in the commercial and marketing launch phase, by providing them with a complete reception infrastructure and the allocation of Micropole resources. The Group wishes to invest today in the Big Data and Big Analytics ecosystem in France and to deploy the model in Switzerland and Belgium.
Perspectives
Group revenues for the first quarter of 2016, published on May 11, amounted to €26.9m, up 7% compared to the €25.2m reported for the same period in 2015.
This revenue development is in line with the encouraging outlook, announced at the 2015 results presentation on April 13, 2016, which reported continued improvement in the company's operating margin. The increase in billing rates is the main lever for growth, combined with improved resource utilization. All of Micropole's areas of operation grew during the quarter, with international activity being particularly dynamic.
The positive trend in activity confirms the accuracy of Micropole's positioning around innovation and high added value services. While customer demand is strong for all of our offers, it is particularly strong for those linked to digital uses and the development of Data. This outlook is supported by the Syntec Numérique indicators, which announce a significant continuation of growth for the Consulting and Services sector in 2016.
Terms of the operation
Micropole recalls that it complies with the eligibility criteria for the PEA-PME specified by the application decree dated March 4, 2014 (decree n°2014-283). Consequently, the Micropole shares issued in the context of this capital increase can be fully integrated within the share savings plans (PEA) and PEA-PME accounts, which benefit from the same tax advantages as the classic PEA.
Nature of the operation
The fund raising proposed by Micropole concerns an increase in capital through the issue of ordinary shares with preferential subscription rights.
The operation will be carried out through the issue of 2,595,939 New Shares at a unit price of €0.71, on the basis of 10 old shares for 1 New Share, i.e. proceeds of €1,843,116.69.
To the best of the Company's knowledge, no reclassification of preferential subscription rights between shareholders is planned.
There are currently 1,377,174 treasury shares (including 96,157 shares held in treasury under a liquidity contract), as well as 4,702,064 BSAARs (including 8,011 treasury shares) issued and exercisable until December 16, 2016 at an exercise price of 1.05 euro, and whose extension for a period of 2 years is the subject of a resolution that will be submitted to the vote of shareholders at the Combined General Meeting of June 24, 2016.
Legal framework of the offer
Making use of the delegation granted under the terms of the 9th resolution adopted by the Extraordinary General Meeting of Shareholders of June 27, 2014, the Board of Directors of Micropole decided, during its meeting of May 12, 2016, on the principle of a capital increase with preferential subscription rights.
Pursuant to the delegation of authority granted to him by the Board of Directors, the Chairman and Chief Executive Officer of the company decided on May 24, 2016 to implement the delegation of authority granted to him and to set the terms and conditions of the capital increase through the issuance of new ordinary shares with pre-emptive subscription rights, in accordance with the terms and conditions set forth in this press release.
Risk factors
Investors are invited to take into consideration the risk factors described in the Company's 2015 annual financial report (document notably available on Micropole's website, in the Investors section: http://www.micropole.com). As of the date hereof, the Company considers that the main risks have not undergone any significant change compared to those identified in the aforementioned 2015 annual financial report.
Subscription price
The subscription price was set at €0.71 per New Share, representing a discount of 10.13% compared to the weighted average of the last twenty stock market sessions preceding the closing price of May 24, 2016 (€0.79), the date of the decision of the Chairman and Chief Executive Officer, acting on sub-delegation, to carry out the transaction.
Theoretical value of the preferential subscription right and discount of the issue price compared to the share price and the ex-right share price
Based on the closing price of Micropole shares on May 24, 2016, i.e. €0.79 :
- The theoretical value of the DPS amounts to € 0.007.
- The theoretical value of the ex-rights share is €0.783.
- The issue price of the new shares of €0.71 shows a discount of 10.13%.
- The issue price of the new shares shows a discount of 9.32% compared to the theoretical value of the share ex-rights.
Preferential subscription rights as of right
The subscription of the New Shares is reserved, by preference, to existing shareholders, or to the assignees of their preferential subscription rights, who will be able to subscribe on an irreducible basis, at the rate of one (1) New Share for ten (10) preferential subscription rights, without taking into account fractions. Shareholders or transferees of their preferential subscription rights who do not hold, by way of irrevocable subscription, a sufficient number of existing shares or preferential subscription rights to obtain a whole number of New Shares, may purchase or sell the number of preferential subscription rights necessary to reach the multiple leading to a whole number of New Shares.
Preferential subscription rights on a reducible basis
The shareholders and the assignees of preferential subscription rights will have the right to subscribe for excess shares in proportion to their rights and, in any event, within the limit of their requests.
At the same time as they deposit their irrevocable subscriptions, the shareholders or the assignees of their rights will be able to subscribe for the number of New Shares they wish, in addition to the number of New Shares resulting from the exercise of their irrevocable rights.
The New Shares that may not be absorbed by the irrevocable subscriptions will be distributed and allotted to the subscribers on a reducible basis. The orders for subscription as of right will be served within the limit of their request and in proportion to the number of old shares whose rights will have been used in support of their subscription as of right, without resulting in the allocation of a fraction of New Shares.
If the same subscriber presents several distinct subscriptions, the number of shares to which he/she is entitled as reducible will be calculated on the basis of all his/her subscription rights, only if he/she expressly makes a special request in writing, at the latest on the closing date of the subscription. This special request will have to be attached to one of the subscriptions and will have to give all useful indications for the regrouping of rights, specifying the number of subscriptions made, as well as the institution(s) or intermediary(ies) with which these subscriptions will have been deposited. Subscriptions in the name of distinct subscribers cannot be grouped together to obtain shares on a reducible basis.
A notice published by Euronext will make known, if need be, the allocation scale for reducible subscriptions.
Exercise of preferential subscription rights
In order to exercise their preferential subscription rights, holders must apply to their financial intermediary and pay the corresponding subscription price. The preferential subscription right must be exercised by its beneficiaries, under penalty of forfeiture, before the expiration of the subscription period. In accordance with the law, it will be negotiable during the subscription period, i.e. from June 1, 2016 to June 10, 2016 inclusive, under the same conditions as the old shares. The transferor of the preferential subscription right will be divested in favour of the transferee who, for the exercise of the preferential subscription right thus acquired, will be purely and simply substituted in all the rights and obligations of the owner of the old shares.
Preferential subscription rights not exercised by the close of the subscription period will automatically lapse. If the subscriptions on an irreducible and reducible basis have not absorbed the entire issue of shares or securities as defined above, the Board of Directors may use, in the order it shall determine, the options provided for in article L. 225-134 of the French Commercial Code, or some of them only, and excluding a public offering within the meaning of articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code. Each subscription must be accompanied by payment of the subscription price in cash or by offsetting it against liquid and due claims on the Company. Subscriptions which have not been fully paid up will be cancelled by operation of law, without the need for a formal notice.
Listing of preferential subscription rights (DPS)
Before the start of the stock market session on June 1, 2016, Micropole shareholders will receive 1 DPS for each share held (i.e. a total of 25,959,400 DPS issued). Each shareholder holding 10 DPS (and multiples of this number) will be able to subscribe to 1 New Share (and multiples of this number) at a unit price of €0.71.
The fractional DPS may be sold on the market during their period of quotation, between June1, 2016 and June 10, 2016 inclusive, under the ISIN code FR0013175692. In the absence of subscription or sale of these DPS, they will become null and void at the end of the subscription period and their value will be nil.
Limitation of the capital increase
The Board of Directors of Micropole may limit the increase in capital to the amount of subscriptions collected, provided that these reach at least 75% of the fixed amount. Moreover, if the amount of New Shares not subscribed for represents less than 3 % of the capital increase, the Board of Directors of Micropole may limit this increase to the amount of subscriptions collected.
Direct debit institutions - Subscription payments
Subscriptions for the New Shares and payments of funds by subscribers whose securities are registered in bearer form or in administered registered form, or their authorized agent acting in their name and on their behalf, will be received until June 10, 2016 inclusive by the authorized financial intermediaries.
Subscriptions and payments of subscribers whose shares are registered in a pure registered account will be received free of charge until June 10th 2016 inclusive at BNP PARIBAS Securities Services - 9, rue du Débarcadère - 93761 Pantin Cedex. Each subscription must be accompanied by the payment of the subscription price.
The funds paid in support of the subscriptions will be centralized by CACEIS Corporate Trust, 14, rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex 9, which will be in charge of drawing up the certificate of deposit of the funds noting the realization of the capital increase and the issue of the New Shares.
Subscriptions for which payments have not been made will be cancelled by right without the need for a formal notice.
The expected delivery date of the New Shares is June 21, 2016.
Listing of the New Shares
The New Shares will carry current dividend rights and will be negotiable on the Euronext market in Compartment C as of June 21, 2016. They will be listed on the same quotation line as the old shares (ISIN code FR0000077570 - mnemo: MUN) and will be fully assimilated to them as soon as they are admitted for trading.
Impact of the issue on shareholders' equity per share
| Equity per share (in euros) (1) | Undiluted basis | Diluted basis*. |
|---|---|---|
| Before issuance of the new shares resulting from the present capital increase | 1,807 | 1,691 |
| After the issue of 2,595,939 new shares resulting from this capital increase | 1,707 | 1,614 |
| After the issue of 1,946,955 new shares from the present capital increase in the event of a 75% reduction in the offer | 1,731 | 1,647 |
| (1) based on a corporate equity of €46.912 million at 12/31/2015 | |
| *following the exercise of the 4,702,064 BSAARs existing at December 31, 2015 |
Impact of the issue on the situation of the shareholder (for the shareholder who does not subscribe)
| Shareholding of the shareholder (in %) | Undiluted basis | Diluted basis*. |
|---|---|---|
| Before issuance of the new shares resulting from the present capital increase | 1,00% | 0,85% |
| After the issue of 2,595,939 new shares resulting from this capital increase | 0,91% | 0,78% |
| After the issue of 1,946,955 new shares from the present capital increase in the event of a 75% reduction in the offer | 0,93% | 0,80% |
*following the exercise of the 4,702,064 BSAARs existing at December 31, 2015 (no)
Subscription commitment
To date, the main shareholders and founders, Christian Poyau and Thierry Létoffé, intend to subscribe to the present capital increase up to 18% of the minimum amount sought.
The Company is not aware of the intentions of its other shareholders.
The preferential subscription rights detached from the Company's treasury shares will be sold on the stock market before the end of the subscription period under the conditions of article L.225-210 of the French Commercial Code.
Liquidity risk
The Company has conducted a review of its liquidity risk and considers that it will be able to meet its future maturities regardless of the success of this transaction.
Terms of subscription
If you are a shareholder of the Company
You have preferential subscription rights attached to your Micropole shares, which allow you to subscribe in priority to the New Shares by applying the ratio of 1 New Share for 10 preferential subscription rights (1 old share giving right to 1 preferential subscription right).
- Either you have a sufficient number of old shares to be able to subscribe via your DPS to a whole number of New Shares (for example, if you have 10 Micropole shares, you will be able to subscribe by priority to 1 New Share),
- Either you do not have a sufficient number of old shares to obtain a whole number of New Shares, you will then be able to buy or sell the number of DPS allowing to reach the ratio leading to a whole number of New Shares (1 New Share for 10 DPS).
In addition to the subscriptions made by means of your preferential subscription rights, you may also subscribe on a voluntary basis before June 10, 2016 by sending your request to CACEIS Corporate Trust, 14 rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex, or to your authorized financial intermediary. However, your subscription will only be taken into account if the operation has not already been fully subscribed by the holders of preferential subscription rights. Each subscription must be accompanied by the payment of the subscription price.
If you are not a shareholder of the Company
You can subscribe in two ways:
- Or by purchasing preferential subscription rights (DPS) on the stock market from June 1, 2016 to June 10, 2016, through the financial institution in charge of your securities account and by exercising your DPS with the latter no later than June 10, 2016. The ISIN code of the DPS is FR0013175692.
- Or by subscribing on a voluntary basis before June 10, 2016. Persons wishing to subscribe on a voluntary basis should send their request to CACEIS Corporate Trust, 14 rue Rouget de Lisle 92862 Issy-les-Moulineaux Cedex or to their authorized financial intermediary. In accordance with the provisions of article L 225-134 of the French Commercial Code, subscriptions on a voluntary basis will only be taken into account if the subscriptions on an irreducible basis and on a reducible basis have not absorbed the entirety of the capital increase, it being specified that the Board of Directors will have the option of freely distributing the unsubscribed shares, in whole or in part, among the persons (shareholders or third parties) of its choice who have made requests for voluntary subscriptions.
Indicative schedule of the operation
| May 12, 2016 | Holding of the Board of Directors for the implementation of the operation |
| May 20, 2016 | Publication of the notice of suspension of the exercise of the BSAAR |
| May 24, 2016 | Final terms and conditions decided by the Chairman and CEO |
| May 27, 2016 | Publication in the BALO of the notice to the shareholdersDistribution of the press release relating to the launching of the operationEffective date of the suspension of the BSAAR |
| May 30, 2016 | Distribution by Euronext of the notice of issue |
| May 31, 2016 | Detachment of the preferential subscription rights at the end of the trading session |
| June 1, 2016 | Opening of the subscription periodStart oftrading of the DPS |
| June 10, 2016 | Closing of the subscription periodEnd of the quotation of the DPS |
| June 17, 2016 | Distribution of the press release and the Euronext notice relating to the result of the operation |
| June 21, 2016 | Settlement-delivery of the transactionListing of the New Shares |
Warning
In accordance with the provisions of article 212-5 of the general regulations of the Autorité des Marchés Financiers (AMF), the present issue will not give rise to a Prospectus approved by the AMF, as it represents less than 10% of the number of shares of the same class already admitted to the regulated market.
EuroLand Corporate is the Company's advisor in this transaction.
Partners of the operation
Counsel to the transaction : EuroLand Corporate
Financial communication: Agence Rumeur Publique
Next financial communication
Thursday, July 28, 2016 for the publication of first-half sales. The full financial calendar is available on the group's website.
