Capital increase with preferential subscription rights
Not for release, publication or distribution, directly or indirectly, in or into Canada, Australia or Japan.
Mersen launches a capital increase of approximately €100 million with preferential subscription rights to accelerate on its growth markets
- To finance its growth plan and complement cash generated by the Group and undrawn credit facilities, Mersen is launching a capital increase with preferential subscription rights for shareholders for an amount of approximately €100 million
Key terms of the transaction
- Subscription price: €28.0 per new share
- Subscription ratio: 6 new shares for 35 existing shares
- Trading period for preferential subscription rights: from April, 19 to April 27, 2023 included
- Subscription period: from April 21, 2023 to May 2, 2023 included
- Settlement and delivery of the new shares and commencement of trading on Euronext Paris: May 10, 2023
- Subscription commitment from Bpifrance Participations pro rata to its current stake in Mersen’s share capital, representing a subscription commitment of approximately c. 10.8% of the total amount of the capital increase
Paris, April 18, 2023 – Mersen (the “Company”), a global expert in electrical power and advanced materials, announces today the launch of a capital increase with preferential subscription rights to existing shareholders, for a gross amount of approximately €100 million to complete the funding of its growth plan.
Rationale for the capital increase & use of proceeds
The capital increase will be used to finance the Company’s growth and will enable it to pursue the growth and investment plan defined as part of the Company’s new medium-term 2027 strategic plan and to meet the Group’s general needs.
Main terms of the Capital Increase
The capital increase will be carried out with preferential subscription rights (the “Rights”) for shareholders, pursuant to the 21st resolution of the general meeting of May 19, 2022, leading to the issue of 3,573,408 new shares, at a price of €28.0 per share (i.e. €2.0 nominal value and a €26.0 issue premium), to be fully paid up upon subscription, representing gross proceeds, including the issue premium, of €100,055,424.0.
Each shareholder will receive one Right for each share recorded in his or her account at the end of the accounting day on April 18, 2023. 35 Rights will entitle their holder to subscribe for 6 new shares on an irreducible basis (à titre irréductible).
Subscriptions on a reducible basis (à titre réductible) will be accepted. Any new shares not subscribed by subscriptions on an irreducible basis will be distributed and allocated to holders of Rights having submitted subscription orders on a reducible basis subject to reduction in the event of oversubscription.
Based on the closing price of Mersen shares on the regulated market of Euronext in Paris (“Euronext Paris”) on April 14, 2023, i.e. €39.0, the theoretical value of one (1) Right is €1.61 and the theoretical ex-right price of the share is €37.39.
These values do not necessarily reflect the value of the Rights during their trading period, the ex-right price of Mersen shares, as determined in the market.
The capital increase will be open to the public in France only.
Indicative timetable for the Capital Increase
The Rights will be detached on April 19, 2023 and tradeable from April 19, 2023 until April 27, 2023 inclusive on Euronext Paris under ISIN code FR001400GKP3. Unexercised Rights will automatically lapse at the end of the subscription period, i.e. on May 2, 2023 at the close of trading. The subscription period for the new shares will be open from April 21, 2023 until the close of trading on May 2, 2023.
Issuance, settlement and delivery of the new shares and commencement of trading on Euronext Paris are expected to take place on May 10, 2023 (the “Closing Date”). The new shares will immediately entitle their holders to receive dividends declared by Mersen as from the date of issuance. They will be immediately fungible with existing shares of the Company and will be traded on the same trading line under the same ISIN code FR0000039620.
Undertakings and subscription commitments of key shareholders of Mersen
Bpifrance Participations, which holds, as of the date of the Prospectus, c. 10.8% of the share capital and 19.1% of the voting rights (theoretical) of the Company, irrevocably committed to subscribe to the capital increase, on an irreducible basis, by exercising all of its Rights, representing c. 10.8% of the capital increase.
As of the date of the Prospectus, the Company is not aware of any intention to subscribe from the Company’s shareholders or from members of its administrative bodies other than those mentioned above.
The capital increase will be underwritten.
Mersen is a global expert in electrical specialties and advanced materials for high-tech industries. With more than 50 industrial sites and 18 R&D centers in 34 countries around the world, Mersen develops custom-built solutions and delivers key products for clients in order to meet the new technological challenges shaping tomorrow’s world. For over 130 years, Mersen’s teams has focused tirelessly on innovation to accompany its clients and meet their needs. Be it in solar power, electronics, electric vehicles, aerospace or other sectors, wherever technology is progressing, you will always find a bit of Mersen. We work to constantly contribute to progress, striving daily to improve people’s lives and protect the planet. This corporate commitment has been recognized by external rating agencies, Ecovadis (Gold Medal) and MSCI (AA rating).
Mersen is listed on Euronext Paris – Compartment B and is part of the SBF120 index
INVESTOR AND ANALYST CONTACT
VP, Communication Mersen
Tel. + 33 (0)1 46 91 54 40
No communication and no information in respect of this transaction may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, subscription for or purchase of Mersen S.A.’s securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. Mersen S.A. assumes no responsibility for any violation of any such restrictions by any person.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) or Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
With respect to the member States of the European Economic Area other than France (the “Member States”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in any Member States. As a result, any securities of Mersen S.A. may only be offered in Member States (i) to qualified investors, as defined by the Prospectus Regulation; (ii) to fewer than 150 natural or legal persons per Member State, other than qualified investors (as defined in the Prospectus Regulation) ; or (iii) in any other circumstances, not requiring Mersen S.A. to publish a prospectus as provided under Article 1(4) of the Prospectus Regulation; and provided that none of the offers mentioned in paragraphs (i) to (iii) above requires the publication of a prospectus by Mersen S.A. pursuant to Article 3 of the Prospectus Regulation, or a supplement to the Prospectus Regulation pursuant to Article 23 of the Prospectus Regulation.
With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in the United Kingdom. As a result, any securities of Mersen S.A. may only be offered in the United Kingdom (i) to qualified investors, as defined under Article 2 of the UK Prospectus Regulation; (ii) to fewer than 150 natural or legal persons, other than qualified investors (as defined in the UK Prospectus Regulation), with the prior consent of the Managers (as such term is defined in the transaction documents); or (iii) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the “FSMA”), provided that no such offer shall require Mersen S.A. to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
This press release and any other materials in relation to the securities of Mersen S.A. have not been made, and have not been approved, by an “authorised person” within the meaning of section 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 United Kingdom, (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (iii) are high net worth entities and other persons to whom it may be lawfully communicated within Article 49(2)(a) to (d) of the Order (all such persons mentioned in paragraphs (i), (ii) and (iii) collectively being referred to as “Relevant Persons”). Any securities are intended only for Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this press release or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority within the meaning of Section 85 of the FSMA.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities in respect thereof have not been and will not be registered under the U.S. Securities Act and Mersen S.A. does not intend to make a public offer of its securities in the United States.
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 United States, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, Australia or Japan.