Share Issue/Capital Change • Jul 25, 2019
Share Issue/Capital Change
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Paris, France, on July 25, 2019 – NextStage, an investment platform listed on the regulated market of Euronext in Paris (ISIN: FR0012789386; Symbol: NEXTS), specialized in long-term investments in Medium-Sized Companies (the « Company »), announces today the completion of its share capital increase by issuing new ordinary shares without preferential subscription rights for the benefit of persons referred to in article L. 411-2 II if the French monetary and financial code for a final amount of €22.4 million (the "Private Placement").
Grégoire Sentilhes, Chairman of NextStage AM, Managing Partner of the Company, comments: "We are pleased to announce the completion of our share capital increase, a further step in the deployment of our development strategy. This transaction is all the more significant as we have expanded our capital to new leading institutional and private investors. These resources will enable us, in the short term, to realize several promising investments and, in the mid-term, to meet our objective to build up a portfolio of 40 to 50 companies, representing €500 million of assets. I would like to warmly thank the new shareholders, as well as our major private, existing institutional or retail shareholders, for their participation and their confidence in the achievement our long-term project."
The funds raised in the context of the issuance will enable the Company to meet its short-term investment objectives while maintaining its mid-term target to reach a market capitalization of €500 million and to build up a portfolio of 40 to 50 companies.
Given an investment strategy focusing on transactions representing investments from €7 million to €40 million, the Private Placement will allow the Company to make new investments.
The Private Placement, for an aggregate amount of €22,424,160, will result in the issuance of 233,585 new ordinary shares at a subscription price of €96 (including issue premium), representing 9.29% of the current share capital of the Company.
As a result of the Private Placement, the Company's share capital is now made up of 2,747,883 shares with a nominal value of €3 each, including 2,143,848 ordinary shares and 604,035 preferred shares. The Company asked Euronext Paris the resumption of trading of its shares from the markets opening on July 26, 2019.
This share capital increase has been implemented in accordance to the delegation granted by the shareholders' general meeting held on June 11, 2019 (6th delegation in extraordinary session).
The settlement and delivery of the new shares issued in the context of the Private Placement as well as their admission to trading on the regulated market of Euronext in Paris are expected to occur on July 29, 2019 (if the bookbuilding is closed today). New shares will be immediately fungible with existing ordinary shares of the Company and will be traded on the same line under the ISIN code FR0012789386 on Euronext in Paris.
Natixis acted as Bookrunner for the Private Placement.
To the Company's knowledge, the breakdown of its share capital before and after the Private Placement is as follows:
| Before the Private Placement | After the Private Placement | |||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares |
Preferred Shares |
Total number of Shares |
% of share capital |
Ordinary Shares |
Preferred Shares |
Total number of Shares |
% of share capital |
|
| Grégoire Sentilhes | 249 | 99 967 | 100 216 | 4% | 249 | 99 967 | 100 216 | 3% |
| Jean-David Haas | 3 776 | 81 930 | 85 706 | 3% | 3 776 | 81 930 | 85 706 | 3% |
| Subtotal Managers | 4 025 | 181 897 | 185 922 | 7% | 4 025 | 181 897 | 185 922 | 6% |
| NextStage Croissance | 286 666 | 0 | 286 666 | 10% | 372 082 | 0 | 372 082 | 12% |
| Other Investors | 1 443 841 | 16 996 | 1 460 837 | 53% | 1 579 950 | 16 996 | 1 596 946 | 54% |
| Subtotal Investors | 1 730 507 | 16 996 | 1 747 503 | 64% | 1 952 032 | 16 996 | 1 969 028 | 66% |
| NAP(1) | 0 | 113 500 | 113 500 | 4% | 0 | 113 500 | 113 500 | 4% |
| Team NextStage(2) | 4 | 291 642 | 291 646 | 11% | 4 | 291 642 | 291 646 | 10% |
| Treasury shares (liquidity contract) | 8 484 | 0 | 8 484 | 0% | 8 484 | 0 | 8 484 | 0% |
| Public | 400 828 | 0 | 400 828 | 15% | 412 888 | 0 | 412 888 | 14% |
| Total | 2 143 848 | 604 035 | 2 747 883 | 100% | 2 377 433 | 604 035 | 2 981 468 | 100% |
(1) The company NAP is a wholly-owned subsidiary of NextStage AM.
(2) 18 people, all partners or employees of NextStage AMF and/or the company NextStage Partners
In connection with the Private Placement, the Company will enter into a lock-up agreement with the Bookrunner for a period ending the later of 90 days following the settlement and delivery of the Private Placement, subject to certain customary exemptions.
Other transaction could be considered in the future depending to the investment pace.
The Private Placement was not underwritten. However, a placement agreement has been executed in the context of the Private Placement between the Company and Natixis acting as placing agent, in order to management the relations between the Company and the placing agent.
The placement agreement can be terminated by the Bookrunner at any time and until (and including) the settlement date of the Private Placement which is expected to occur on July 29, 2019, under certain conditions, notably in case of inaccuracies, misrepresentation and in the event that conditions precedents would not be met.
In the event where the placement agreement would be terminated pursuant to its terms, all the investor orders placed in the Private Placement will become null and void.
Following the Private Placement and prior to the end of 2019, in accordance with the Company's by-laws, 77,861 new preferred shares will be issued.
These preferred shares correspond to the carried interest mechanism, a mechanism that enables the alignment of the interests of the investment team with the Company's performance.
The issue price of these preferred shares will be determined on the basis of an independent expert's report. The conversion ratio is one (1) preferred share for one (1) ordinary share to be issued, it being specified that the conversion is subject to performance conditions relating to the increase of the Company's market capitalization. See section 19.2 of the 2018 registration document filed on April 25, 2019 with the AMF under no. R.19-011 (the "Registration Document").
NextStage draws the attention of the public to the fact that pursuant to the provisions of the article L.411-2 of the French Monetary and Financial Code and of the article 1.5 of the European Parliament and of the Council Regulation (EU) 2017/1129 dated June 14, 2017, the Private Placement will not require a prospectus to be submitted for approval to the French Financial Market Authority (the "AMF"). Risk factors are described in section 4 of the Registration Document.
The occurrence of any or all of these risks may have a material adverse effect on the business, the financial position or the results of the NextStage group or on its ability to achieve its objectives. Detailed information concerning NextStage, and specifically its business, its results and the risk factors that it is exposed to, can be consulted, along with the other regulatory disclosures and all the press releases, on NextStage website (http://www.nextstage.com/sca).
The main risk factors related to the Private Placement are the following:
NextStage is an investment platform created in March 2015 and listed on the Euronext Paris market (Compartment B) since December 2016. Specialized in long-term investments in Medium-Sized Companies
exhibiting growth and innovation, it thus grants access to an unlisted and often inaccessible class of asset that drives growth, job creation and financial performance. Its holdings are equity investments made with little or no leverage over an unlimited time frame to fund the growth of MSCs and their capacity to innovate in their core businesses alongside visionary entrepreneurs. NextStage is backed by the know-how and stability of the asset management firm NextStage AM, founded in 2002. NextStage is governed by the tax laws for SCR1 . Its capital is held by prominent shareholders such as Téthys, AXA, Ardian and Amundi. NextStage has built a novel and ambitious approach whose aim is to accelerate the growth of top-flight MSCs around four long-term trends of the Third Industrial Revolution, namely: the economy linked to the value of our emotions and customer experiences; the on-demand and sharing economy; the industrial internet; and positive growth (or green growth). NextStage is listed on the Euronext Paris Compartment B regulated exchange (ISIN: FR0012789386; Symbol: NEXTS). www.nextstage.com/sca
NextStage Investor Relations Stéphanie Nizard & Marc Mehanna [email protected] [email protected] +33 1 44 29 99 01
Financial Communication Agence Shan
Florent Alba [email protected] +33 1 44 50 51 71
Alexandre Daudin [email protected] +33 1 44 50 51 76
For more information, visit [email protected]
In France, the offering of NextStage shares described above has been conducted exclusively in the form of a private placement, in accordance with Article L.411-2 of the French Monetary and Financial Code and the applicable regulatory provisions. It does not constitute a public offer within the meaning of Article L.411-1 of the French Monetary and Financial Code. Consequently, no prospectus has been or will be published or submitted for approval to the AMF.
Since it concerns the Member States of the European Economic, no action has been taken or will be taken to allow an offer to the public of the securities referred to in this press release, requiring the publication of a prospectus (pursuant to article 3 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017) in any of the Member States.
This press release and the information it contains is not an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, shares of NextStage in the United States of America or any other jurisdiction where
1 SCR: Société de Capital Risque (Venture Capital firm)
restrictions may apply. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the US Securities Act of 1933, as amended, being specified that the Securities have not been and will not be registered under the U.S. Securities Act and that NextStage does not intend to conduct a public offering in the United States, or in any other jurisdiction.
This distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
This press release contains forward-looking statements about NextStage. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of the Company's securities are cautioned that forward-looking information and statements, in particular those with respect to the Company's objectives or targets, are subject to various risks, whether known or unknown, uncertainties and other factors, which may be beyond the control of the Company and which may result in significant differences between actual results and those expressed or implied by such forward-looking statements. These risks and uncertainties include those discussed or identified in public filings with the AMF made or to be made by the Company, in particular those described in chapter 4 of NextStage Registration Document. The Company undertakes no obligation to publicly update its forward-looking statements, whether as a result of new information, future events, or otherwise. Any information relating to past performance contained herein is not a guarantee of future performance
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