Share Issue/Capital Change • Apr 30, 2021
Share Issue/Capital Change
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This press release may not be published, distributed or disseminated either directly or indirectly in the United States of America, Australia, Canada or Japan.
Thorigné-Fouillard, 30 April 2021, 7:30am.
Thorigné-Fouillard, Kerlink (AKLK - FR0013156007), a specialist in networks and solutions for the Internet of Things (IoT), announces today the success of its capital increase with cancellation of preferential subscription rights for the benefit of a category of beneficiaries, launched the evening before through an accelerated bookbuild. Given the strong demand, Kerlink decided to set the final amount of the capital increase at €11 million, vs. around €8 million initially planned.
William Gouesbet, Chairman and Chief Executive Officer and co-founder of Kerlink, comments: "I would like to thank all the new investors who participated in this capital increase as well as all of our long-standing shareholders who continue to support the company. This capital increase will allow us to take full advantage of the market opportunities currently available to us. Thanks to the success of the fundraising, we will be able to ensure production of our new range of gateways compatible with the HELIUM network, one of the world's first peer-to-peer IoT networks currently in roll-out phase. The transaction will also allow us to strengthen our supply capacities to support the expected increase in new orders, resulting from our strategy to shift towards private operators. Furthermore, we will be able to accelerate the marketing of our equipment rental and services offer, to the benefit of growth in our recurring revenues. The execution of these priority actions therefore opens up new development prospects for the company, supported by all of our teams in France and abroad."
The funds raised will notably enable Kerlink to accelerate the development of a new connectivity range fully compatible with the specifications of US company Helium for a market launch that could take place in the fourth quarter of 2021, in connection with the distribution partnership set up in 2020 with Cal-Chip Connected Devices.
The roll-out of the global IoT network "The People's Network" launched by Helium will provide public, long-range and low-energy wireless coverage, thanks to Helium's LongFi™ technology, which combines the LoRaWAN® wireless protocol with Helium's blockchain technology, allowing any LoRaWAN® sensor to transfer data via the new network. By creating its blockchain, the Helium network has decentralised IoT network coverage, paving the way for the deployment of a global open wireless network, capable of combining various LoRaWAN® gateways, that is cost-effective and available worldwide.
This press release may not be published, distributed or disseminated either directly or indirectly in the United States of America, Australia, Canada or Japan.
The capital increase will also help secure purchases of electronic components that are considered strategic in a global context of tensions in supply times. This strengthening of purchasing capacity should support the expected growth in order intake already initiated in the first quarter.
Lastly, the transaction should enable an acceleration of the roll-out of the NaaS (Network as a Service) offering, including both leasing infrastructure equipment and network administration services, the goal of which is to increase recurring revenues.
Kerlink issued 2 292 000 new shares at the unit price of €4.80, including the issue premium, i.e. a €0.27 face value and an issue premium of €4.53, for a gross total amount of €11,001,600, representing 45.06% of Kerlink's share capital, on a non-diluted basis, before the capital increase, or an overall dilution rate of 31.06%.
The capital increase was carried out with cancellation of preferential subscription rights for the benefit of a category of beneficiaries, French and international qualified investors, in accordance with the delegation of authority granted by the 10th resolution of the Combined General Meeting of Shareholders of 22 June 2020.
The subscription price of the new shares was set at €4,80 per new share. This price, established under the conditions provided for in the 10th resolution referred to above and in accordance with the decisions of the Board of Directors meeting of 28 April 2021, shows a discount of 12.25% to the average, weighted by the volumes of the Kerlink share on the Euronext Growth Paris market, of the prices of the last five (5) trading sessions prior to its establishment (i.e. from 23 April to 29 April 2021), or €5.28, and a discount of 12.2% to the closing price of the Kerlink share at 29 April 2021, or €5.47.
Following the settlement/delivery, Kerlink's share capital will be increased from €1.373.248,08 to €1,992,088.08, divided into 7,378,104 shares with a face value of €0.27 each.
This press release may not be published, distributed or disseminated either directly or indirectly in the United States of America, Australia, Canada or Japan.
To Kerlink's best knowledge, the shareholder structure before and after completion of the transaction is as follows:
| Before the issuance of New Shares | After the issuance of New Shares | |||||||
|---|---|---|---|---|---|---|---|---|
| Shareholders | Number of shares |
% of capital stock |
Number of voting rights |
% of capital stock |
Number of shares |
% of capital stock |
Number of voting rights |
% of capital stock |
| SAS ARVALLON | 332,800 | 6.54% | 665,600 | 11.28% | 332,800 | 4.51% | 665,600 | 8.12% |
| William Gouesbet | 197,600 | 3.89% | 395,200 | 6.70% | 197,600 | 2.68% | 395,200 | 4.82% |
| Yannick Delibie | 170,000 | 3.34% | 340,000 | 5.76% | 170,000 | 2.30% | 340,000 | 4.15% |
| Management and employees |
101,600 | 2.00% | 203,200 | 3.44% | 101,600 | 1.38% | 203,200 | 2.48% |
| Free float | 4,284,104 | 84.23% | 4,298,502 | 72.82% | 6,576,104 | 89.13% | 6,590,502 | 80.43% |
| TOTAL | 5,086,104 | 100% | 5,902,502 | 100% | 7,378,104 | 100% | 8,194,502 | 100% |
Based on the post-transaction share capital, the stake of a shareholder who held 1% of the Company's share capital prior to the capital increase and did not subscribed to it would now be 0.69%.
The new shares will bear current dividend rights and will be admitted to trading on the Euronext Growth market in Paris under the same ISIN code FR0013156007– AKLK. They shall be subject to all provisions of the articles of association and shall be equivalent to existing shares upon completion of the capital increase. The settlement/delivery of the new shares and their admission to trading on the Euronext Growth Paris market are scheduled for 4 May 2021.
The information provided in this press release stems from the placement of the shares as part of an accelerated book building process, which is now closed, but remains conditional on the proper execution of the settlement/delivery transactions.
Pursuant to the provisions of Article 1(4) of (EU) Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017, the transaction has not and will not require the issue of a prospectus subject to the approval of the French financial markets authority (Autorité des marchés financiers - AMF).
This press release may not be published, distributed or disseminated either directly or indirectly in the United States of America, Australia, Canada or Japan.
Kerlink Group is a leading global provider of connectivity solutions for designing, launching, and operating public & private Internet of Things networks. Its comprehensive product portfolio includes industrial-grade network equipment, best-of-breed network core, operations and management software, value-added applications and expert professional services, backed by strong R&D capabilities. Kerlink specializes in enabling future-proof intelligent IoT connectivity for three major domains: Smart Cities – metering, parking, street lighting, waste management, air quality & pollution, building & facilities, assets monitoring… Smart Industries – fleet & asset tracking, energy & utilities, oil, gas & mining, airports, harbors, infrastructure, manufacturing, retail… and Smart Territories – precision agriculture, environment protection and rural towns & areas. More than 120,000 Kerlink installations have been rolled out with more than 330 clients in 69 countries. Based in France, with subsidiaries in the US, Singapore, India, and Japan, Kerlink is a co-founder and board member of the LoRa Alliance® and the uCIFI Alliance™. It is listed on Euronext Growth Paris under the symbol ALKLK.
For more information, visit www.kerlink.com or follow us on Twitter @kerlink_news.
First Half Year Revenue: July 22, 2021, after market close
Investors contact: Actifin Benjamin Lehari +33 (0)1 56 88 11 25 [email protected]
Financial press contact: Actifin Isabelle Dray +33 (0) 1 56 88 11 29 [email protected]
Kerlink press & market analysts contact: Mahoney Lyle Sarah-Lyle Dampoux +33 (0) 6 74 93 23 47 [email protected]
This press release may not be published, distributed or disseminated either directly or indirectly in the United States of America, Australia, Canada or Japan.
This press release and the information it contains does not constitute an offer to sell or subscribe or an invitation to place an order to purchase or subscribe KERLINK's shares in any country.
This press release constitutes promotional communication and 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").
In the Member States of the European Economic Area, this press release and any offers that may follow it are intended exclusively for "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.
This press release does not constitute an offer to sell securities or any solicitation of an offer to buy or subscribe securities in the United States of America. Shares and any other securities issued by KERLINK may only be offered or sold in the United States of America following registration under the US Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from this registration requirement, on the understanding that KERLINK's shares have not been and will not be registered under the US Securities Act. KERLINK does not intend to register the offer in whole or in part in the United States of America or make a public offering in the United States of America.
With respect to the United Kingdom, the press release is intended solely for persons located (x) outside the United Kingdom or (y) in the United Kingdom who are "qualified investors" (as that term is defined in the Prospectus Regulation, which is part of domestic law in application of the European Union (Withdrawal) Act 2018), and who (i) are investment professionals within the meaning of section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are referred to in section 49 (2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to participate in investment activities (within the meaning of section 21 of the Financial Services and Markets Act 2000) may be lawfully communicated or transmitted (the persons mentioned in paragraphs (y)(i), (y)(ii) and (y)(iii) together being referred to as the "Authorised Persons"). This press release is intended solely for Authorised Persons and may not be used by any person other than an Authorised Person.
This press release contains indications of KERLINK's objectives as well as forward-looking statements. This information does not constitute historical data and should not be interpreted as a guarantee that the facts and data stated will materialise. This information is based on data, assumptions and estimates considered reasonable by KERLINK. KERLINK operates in a competitive and rapidly changing environment. It is therefore not in a position to anticipate all the risks, uncertainties and other factors that could affect its business, their potential impact on its business or to what extent the materialisation of a risk or a combination of risks could cause results to differ significantly from those mentioned in any forward-looking statements. This information is given only as at the date of this press release. KERLINK makes no undertaking to publish updates of this information or the assumptions on which it is based, except as required under any applicable legal or regulatory obligation.
This press release may not be published, distributed or disseminated either directly or indirectly in the United States of America, Australia, Canada or Japan.
The distribution of this press release may be subject to specific regulations in certain countries. Consequently, persons physically present in such countries in which this press release is circulated, published or distributed must ascertain and comply with the appropriate laws and regulations.
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