Share Issue/Capital Change • Mar 16, 2010
Share Issue/Capital Change
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March 16, 2010
Société Anonyme à Conseil d'Administration au capital de 204 225 819,25 euros. Siège social : 4, Quai de la Mégisserie – 75001 PARIS SIREN 377 913 728 R.C.S. PARIS Exercice social du 1er juillet au 30 juin
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan. 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 or any other jurisdiction. The securities of Vilmorin & Cie ("Vilmorin") may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act of 1933, as amended. Vilmorin does not intend to register any portion of the proposed offering in the United States nor to conduct a public offering of securities in the United States.
Following its announcement of February 24, 2010, Vilmorin today announces the terms of its capital increase with preferential subscription rights to shareholders for a gross amount of approximately €200 million.
The rights offering will be used to strengthen Vilmorin's equity in order to accelerate its development on both the vegetable seeds and the field seeds markets by contributing to finance its organic growth (new seed varieties and new technologies), as well as its strategy for internationally targeted acquisitions.
The funds raised will be allocated to three key priorities, which are:
The allocation of the funds will have the objective of guaranteeing balanced growth between the two main activities of Vilmorin, which are vegetable and field seed activities.
Natixis and Société Générale Corporate & Investment Banking act as Joint Lead Managers and Joint Bookrunners for the share capital increase. Oddo Corporate Finance has been selected by Vilmorin to serve as its financial advisor.
The share capital, increase effected through the issuance of preferential subscription rights to existing shareholders (referred to hereinafter as the "PSRs") will result in the creation of 3,826,244 new shares:
The new shares (i.e., the shares issued upon the exercise of PSRs) shall be immediately entitled to dividend distributions. They will be fungible with the existing shares trading on Euronext Paris.
The rights offering will be open to the public in France only. The subscription period will begin on Wednesday March 17, 2010 and end on Tuesday, March 30, 2010 inclusive. During this period, the PSRs will be listed and negotiable on the Euronext Paris market under the ISIN code FR 0010869255. The settlement of the rights issue and the listing of the new shares on the Euronext Paris market are scheduled to take place on April 15, 2010.
Groupe Limagrain Holding ("GLH"), holder of 58.14% of the Company's shares, has undertaken to subscribe to the share capital increase (i) by exercising by irrevocable entitlement (à titre irréductible) all of the 7,786,304 PSRs attached to its Vilmorin shares, (ii) by acquiring PSRs from Société Coopérative Agricole Limagrain ("Limagrain") and from société coopérative d'intérêt collectif agricole Selia ("Selia"), both holders of 6.66% of the Company's shares, at a price per PSR of €4.62 (i.e., the theoretical value of such PSRs), (iii) by exercising all of the 1,784,106 PSRs acquired from Limagrain and Selia and (iv) by carrying out an order by entitlement subject to reduction (à titre réductible) for an amount equal to the difference between €150 million on the one hand, and the subscription price for new shares multiplied by the number of new shares subscribed to under paragraphs (i) and (iii) above on the other hand, i.e., €6.99 millions. GLH's subscription commitment by irrevocable entitlement (à titre irréductible) and by entitlement subject to reduction (à titre réductible) thus represents 74.96% of the issuance.
Limagrain has undertaken to sell to GLH all of the 891,603 PSRs attached to its Vilmorin shares at a price per right of €4.62 (i.e., the theoretical value of such PSRs).
In addition, in order to uphold to the extent possible its current shareholding level in the Company (i.e., 6.66% of the share capital), Limagrain reserves the right to acquire PSRs on the market and to subscribe by irrevocable entitlement (à titre irréductible) to the issuance at the level of PSRs thus acquired, and has undertaken in any event to subscribe by entitlement subject to reduction (à titre réductible) for an amount equal to the difference between the value of 6.66% of the amount of the issuance (i.e. €13.34 millions) and the amount of its subscriptions by irrevocable entitlement (à titre irréductible).
Selia has undertaken to sell all of the 892,503 PSRs attached to its Vilmorin shares to GLH at a price per PSR of €4.62 (i.e., the theoretical value of such PSRs).
In the aggregate, subscription commitments by irrevocable entitlement (à titre irréductible) and by entitlement subject to reduction (à titre réductible) of GLH and Limagrain represent 81.63% of the issuance, i.e., more than three-quarters of the share capital increase, guaranteeing its completion.
The offer is underwritten on the amount of the capital increase not covered by the subscription undertakings of GLH and Limagrain (by irrevocable entitlement (à titre irréductible) and by entitlement subject to reduction (à titre réductible)), i.e. 18.37% of the transaction, by a syndicate of banks comprised of Natixis and Société Générale. This underwriting does not constitute a completion guarantee within the meaning of Article L. 225-145 of the French commercial code.
Monday May 3rd 2010 at the end of the day: sales at the end of the 3rd quarter. Tuesday August 3rd 2010 at the end of the day: sales for the fiscal year. Wednesday October 6th 2010 at the end of the day: results for the fiscal year.
Listed on NYSE Euronext Paris (compartment B), Vilmorin's quotation is included in the Next 150, CAC Mid 100 and SBF 120 indices, and is eligible for SRD (Deferred Settlement Order). ISIN code: FR0000052516 (RIN).
For any further information, please contact:
Chief Financial Officer Financial Communication Officer [email protected] [email protected]
Vilmorin & Cie BP 1 – F-63720 CHAPPES Tel: + 33 (0)4 73 63 41 95 - Fax : + 33 (0)4 73 63 41 80 www.vilmorin.info
This press release contains certain forward-looking statements. Although Vilmorin believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in the forward-looking statements.
The prospectus referred to by the French securities regulator, Autorité des marchés financiers (the "AMF") is available free of charge through Vilmorin, 4 quai de la Mégisserie, 75001 Paris, through the above-mentioned Lead Managers and Joint Lead Bookrunners , as well as on the websites of Vilmorin (www.vilmorin.info) and the AMF (www.amf-france.org).
The prospectus, approved by the AMF under visa No. 10-046 dated March 15, 2010, consists of Vilmorin's 2008-2009 "Document de Référence", filed with the AMF on November 6, 2009 under D.09-0742, an "Actualisation du Document de Référence" filed with the AMF on February 24, 2010 under No D.09-0742-A01, and a Securities Note, ("Note d'Opération"), including a summary of the prospectus.
For a discussion of risks and uncertainties which could cause actual results, financial condition, performance or achievements of Vilmorin to differ from those contained in the forward-looking statements, please refer to the Risk Factors ("Facteurs de Risque") section of the Document de Référence and its Actualisation filed with the AMF as well as the Note d'Opération.
No communication and no information in respect of Vilmorin's share capital increase with preferential subscription rights 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 where such steps would be required. The issue, the exercise or the sale of preferential subscription rights and the subscription for or the purchase of new shares or preferential subscription rights may be subject to specific legal or regulatory restrictions in certain jurisdictions. Vilmorin assumes no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as implemented in each member State of the European Economic Area (the "Prospectus Directive").
The offer is open to the public in France following the delivery of the visa on the Prospectus by the French Autorité des marchés financiers.
With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (each, a "relevant member State"), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the securities may only be offered in relevant member States: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to place securities; (b) to any legal entity which has two or more of the following criteria: (1) an average of more than 250 employees during the last financial year; (2) a total balance sheet of more than € 43 million; and (3) an annual net turnover of more than € 50 million, as per its last annual or consolidated accounts; (c) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the prospectus directive.
The distribution of this press release is not made, and has not been approved, by an "authorised 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 United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire 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 document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Vilmorin does not intend to register securities or conduct a public offering in the United States; and no US person may, and only persons located outside the United States may, exercise any preferential subscription rights or otherwise purchase any shares mentioned in the press release.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document 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 the United States, Canada, Australia or Japan.
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