Share Issue/Capital Change • Nov 7, 2017
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.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 of America or any other jurisdiction. Securities may not be offered, subscribed or sold in the United States of America unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or exempt from registration. The securities of NextStage mentioned herein have not been and are not being registered under the U.S. Securities Act and NextStage does not intend to make a public offer of its securities in the United States of America.
Paris, France, November 7, 2017 – NextStage, an investment company listed on the Euronext Paris regulated exchange (ISIN: FR0012789386, Symbol: NEXTS), focused on long-term investments in MSCs1 (hereafter, the "Company"), is today announcing the results of its share capital increase with preferential subscription rights (hereafter, the "Rights") for existing shareholders, announced on October 11, 2017 (hereafter, the "Rights Issue").
Following the subscription period, the total demand amounted to 473,167 new shares, among which 428,344 shares on an irreducible basis (à titre irréductible), 43,843 shares on a reducible basis (à titre réductible) and 980 shares on a free basis (à titre libre).
The gross amount of the Rights Issue (issue premium included) amounts to 48.3 million euros, corresponding to the issue of 473,167 new shares (hereafter, the "New Shares") at a subscription price of 102 euros per share.
This Rights issue benefited from the support of the main historical shareholders of the Company and enabled NextStage to increase its institutional shareholder base. In addition, all individual investor requests have been satisfied following the operation.
Commenting on the announcement of the results of the Rights Issue, Grégoire Sentilhes, Chairman of NextStage AM and Managing Partner (gérant) of the Company, asserted: "I would like to thank the new investors, as well as our existing significant private, institutional and individual shareholders, who have placed their trust in us and thus ensured the completion of this Rights issue. This operation demonstrates their confidence in our strategy of investing in high-potential MSCs1 and reinforces our objective of building a 500-million euro portfolio in the long term. The funds raised will enable us to cope with the acceleration of our dealflow and support the growth of companies already in the portfolio."
1 MSC: Mid-Sized Company, defined as one having between 10 and 500 million euros in revenue.
The objectives of the operation were to rebuild an optimal investment capacity to:
Following the completion of the operation, NextStage enjoys an investment capacity of circa 100 millions euros.
After the completion of the capital increase, the breakdown of the share capital is as follows :
| Number of shares | % of the share capital | % of the voting rights | |
|---|---|---|---|
| Grégoire Sentilhes | 79,433 | 3.32% | 0.00% |
| Jean-David Haas | 65,706 | 2.75% | 0.02% |
| Sub-total – Managing | |||
| Directors | 145,139 | 6.07% | 0.02% |
| Amundi | 286,364 | 11.99% | 15.70% |
| NextStage Croissance | 280,666 | 11.75% | 10.10% |
| Temaris (Artemis) | 216,996 | 9.08% | 14.39% |
| Téthys | 189,212 | 7.92% | 12.20% |
| CPR | 136,364 | 5.71% | 4.91% |
| FGTI | 136,364 | 5.71% | 8.50% |
| Matignon | |||
| Développement 3 (AXA | |||
| Group) | 136,364 | 5.71% | 8.50% |
| Comir | 127,800 | 5.35% | 7.84% |
| Other Investors2 | 303,015 | 12.68% | 12.74% |
| Sub-total Investors | 1,813,145 | 75.89% | 94.88% |
| NAP 3 | 75,219 | 3.15% | 0.00% |
| NextStage Team 4 | 208,178 | 8.71% | 0.00% |
| General Public | 147,615 | 6.18% | 5.10% |
| Total | 5 2,389,296 |
100.00% | 100.00% |
2 Of which no investor holds an individual interest of over 10% in the Company or its voting rights.
3 NAP is a wholly-owned subsidiary of NextStage AM.
4 12 people, who are all partners or employees of NextStge AM and/or of NextStage Partners.
5 Including 479,033 C category prefered shares
The settlement and delivery and beginning of trading on Euronext Paris (Compartment C) of the New Shares will take place on November 10, 2017. The New Shares will be, as of their issuance date, fully fungible with the Company's previously outstanding shares and will trade under the same listing with ISIN code: FR0012789386, Symbol: NEXTS.
Following the Rights Issue, NextStage's share capital will consist of 2,389,296 shares, including 1,910,263 ordinary shares, and 2,779,321 voting rights.
NextStage has agreed to a lock-up period of 180 calendar days from the settlement and delivery date of the Rights Issue, subject to certain customary exceptions.
As part of their subscription commitments, the main investors who have given subscription commitments (notably Thétys, Matignon Développement 3, Comir and Soparcif (excepting certain minor shareholders and NextStage Croissance)) have each consented to a lock-up period of 90 calendar days from the Rights Issue settlement and delivery date, applicable to all shares subscribed as part of the Rights Issue, subject to certain customary exceptions.
Portzamparc (Groupe BNP Paribas) and Degroof Petercam are serving as Global Coordinators, Joint Lead Managers and Joint Bookrunners in connection with the placement agreement.
NextStage's Document de Référence is available on the company's website (www.nextstage.com) as well as the website of the Autorité des marchés financiers ("AMF") (www.amf-france.org). It is also available free of charge upon request from the company at its head office, 19, avenue George V, 75008 Paris, France. The company draws the attention of the public to Chapter 4: "Risk factors," in the Document de Référence registered with the AMF.
Copies of the prospectus, which was accepted by the Autorité des marchés financiers ("AMF") on October 10, 2017 under the number 17-542, composed of the Document de Référence registered with the AMF on April 21, 2017 under the number R.17-018, the update to the Document de Référence filed with the AMF on October 10, 2017 under the number D.17-0317-A01 and the securities note (note d'opération) (including a summary of the prospectus), may be obtained free of charge and upon request from the company, at 19, avenue George V, 75008 Paris, France – and from the internet websites of NextStage (www.nextstage-invest.com) and the AMF (www.amf-france.org).
NextStage is an investment platform created in March 2015 and listed on the Euronext Paris market (Compartment C) since December 2016. At June 30, 2017, it had an Adjusted Net Asset Value of €160.4 million. NextStage specialises in Medium-Sized Companies (MSCs), which allows access to an unlisted and often inaccessible class of asset that drives growth and performance. The investments it makes are equity investments with little or no leverage over an unlimited time frame to provide funding for the growth of MSCs, alongside visionary entrepreneurs. NextStage is backed by the know-how and stability of the asset management firm NextStage AM, which was founded in 2002. NextStage has already closed twelve investment transactions (as of September 30, 2017) since its inception.
NextStage has opted for the tax status of a venture capital company (Société de capital-risque or 'SCR'), in order to benefit from the favourable tax arrangements attached to that status in the event that profits or capital gains are generated. In addition, taking into account the specificities of the Company and the tax regime applicable to the holding period of its shares, it is likely that the liquidity of the Company' s shares is low. It should also be noted that the Company's shareholders may be diluted as a result of the issuance or conversion of preferred shares. Lastly, NextStage does not intend to pay dividends over the coming years, in order to reinvest and capitalise within the Company.
Its capital is held, directly or indirectly, by prominent shareholders such as Artemis, Téthys, AXA 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 quality of the customer experience; the on-demand and sharing economy; the industrial internet; and positive growth (or green growth).
NextStage is listed on the Euronext Paris Compartment C regulated exchange (ISIN: FR0012789386; Symbol: NEXTS). www.nextstage.com/sca.
Stéphanie Nizard [email protected] +33 1 44 29 99 01
Press contacts
Gwenael Hedoux [email protected] +33 1 53 93 49 40
Candice Baudet Depierre [email protected] +33 1 44 50 51 71
Alexandre Daudin [email protected] +33 1 44 50 51 76
No communication and no information in respect of NextStage 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 outside of France 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. NextStage assumes no responsibility for any violation of any such restrictions by any person.
This announcement is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as amended and as implemented in each member State of the European Economic Area (the "Prospectus Directive").
With respect to the member States of the European Economic Area, other than France, which have implemented the Prospectus Directive (each, a "relevant member State"), 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 preferential subscription rights and the new shares may only be offered in relevant member States: (a) to legal entities that are qualified investors as defined in the Prospectus Directive; (b) in any other circumstances that do not require the publication by NextStage of a prospectus pursuant to 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 preferential subscription rights and the new shares are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the preferential subscription rights and the new shares 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 or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States of America. The preferential subscription rights and the new shares of NextStage have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold, directly or indirectly, within the United States of America except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. NextStage does not intend to register any portion of the proposed offering in the United States of America nor to conduct an offering of securities to the public in the United States of America.
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 of America, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.