Share Issue/Capital Change • Jun 28, 2021
Share Issue/Capital Change
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This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
Paris, June 28, 2021 – Compagnie des Alpes (the "Company") announces today the success of a capital increase with preferential subscription rights in an amount of approximately €231 million (the "Capital Increase").
Dominique Thillaud, CEO of Compagnie des Alpes declared: "We would like to warmly thank all of our shareholders who, like our reference shareholders, actively contributed to the Capital Increase's success. We are also very happy to welcome new investors to our capital on this occasion. It is a mark of strong confidence in the strategic development axes that we presented on June 1st. While its activity is about to rebound with the reopening of its sites, Compagnie des Alpes now has now room for maneuver to implement its strategy of growth and attractiveness that creates value, is environmental-friendly and actively contributes to the development of territories.".
While all its leisure parks reopened on June 9, 2021, Compagnie des Alpes is willing to initiate a new phase of its development and anticipate the strong rebound in activity which is expected following the end of the health crisis.
The Capital Increase aims at strengthening the Group's balance sheet while contributing to financing its business plan including attractivity initiatives aimed at boosting the sites' activity, by accelerating the ecological transition (by enabling the implementation of the Group's "Triple Zero" environmental ambition (i.e. a triple objective by 2030: Net Zero Carbon, "zero unrecovered waste", and a positive impact on biodiversity)) and accompanying the development of territories. These financings relate to the investment envelope of €140 million for the financial year 2020/2021 and the envelope of €200 million per year on average from the financial year 2021/2022. In addition, the Company could finance new development projects currently under review with high value creation potential and consider potential external growth opportunities.
The gross proceeds of the Capital Increase (including the issue premium) amount to €230,896,439.40 and result in the issuance of 24,563,451 new shares (the "New Shares") at a subscription price of €9.40 per New Share.
At the end of the subscription period ended June 23, 2021, total demand amounted to approximately €268 million, representing a subscription rate of 116%:
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
Following the Capital Increase and to the Company's knowledge, Compagnie des Alpes' share capital will amount to €24,563,451 divided in 49,126,902 shares and voting rights. It will break down as follows:
| Shareholders | Number of shares | % of share capital | % of voting rights | |
|---|---|---|---|---|
| Caisse des Dépôts et Consignations |
19,631,160 | 39.96% | 39.98% | |
| Crédit Agricole des Savoie Capital |
3,363,970 | 6.85% | 6.85% | |
| Sofival | 2,821,612 | 5.74% | 5.75% | |
| Banque Populaire Auvergne Rhône-Alpes |
2,408,946 | 4.90% | 4.91% | |
| Caisse d'Épargne Rhône-Alpes |
1,446,972 | 2.95% | 2.95% | |
| Public and miscellaneous including : |
18,354,242 | 37.36% | 37.33% | |
| − Treasury shares(1) |
24,028 | 0.05% | 0.00% | |
| Total | 49,126,902 | 100.00% | 100.00% | |
(1) Non-voting shares: % in theoretical capital and voting rights. All other % above are in actual capital and voting rights.
The issue, settlement and delivery of the New Shares and commencement of trading on the regulated market of Euronext Paris are expected to take place on June 30, 2021 (the "Closing Date"). The New Shares will immediately entitle their holders to receive dividends declared by Compagnie des Alpes 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 FR0000053324.
The Capital Increase was conducted by a syndicate of banksincluding BNP Paribas, Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale acting as Joint Global Coordinators, Lead Managers and
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
Joint Bookrunners and Berenberg and CIC acting as Joint Bookrunners. The Company was also assisted by Compagnie Financière du Lion.
In the context of the Capital Increase, Allen & Overy LLP acted as legal advisor to the Company. Jones Day advised the banking syndicate.
OPRG Financial acted as financial communication advisor to the Company.
Compagnie des Alpes has agreed to a lock-up period starting on the date of approval by the French Autorité des marchés financiers ("AMF") of the prospectus relating to the Capital Increase and ending 180 calendar days following the Closing Date, subject to certain usual exceptions.
Caisse des dépôts et consignations, Sofival, Crédit Agricole des Savoie Capital, Banque Populaire Auvergne Rhône Alpes and Caisse d'Epargne et de Prévoyance de Rhône-Alpes have each agreed to a lock-up period starting on the date of approval by the AMF of the prospectus relating to the Capital Increase and ending 180 calendar days following the Closing Date, subject to certain usual exceptions.
On May 31, 2021, Compagnie des Alpes and Caisse des dépôts et consignations entered into a memorandum of understanding with respect to the contemplated contribution to the Company of approximately 24% of the share capital of Société du Parc Futuroscope currently held by Caisse des dépôts et consignations.
This contribution would be remunerated in new shares of the Company. It would enable Compagnie des Alpes to increase its stake in one of the Group's emblematic sites to approximately 80% of the share capital, compared to the current 56%.
The contribution in kind is subject to conditions precedent (including among others the obtention by Caisse des dépôts et consignations from the AMF of a decision to waive the obligation for Caisse des dépôts et consignations to file a public tender offer on the Company's shares and the approval by the extraordinary general meeting of the Company's shareholders of the terms of the transaction).
The prospectus (the "Prospectus") was approved by the AMF under number 21-214 on June 8, 2021 and includes (i) the 2020 universal registration document (document d'enregistrement universel) of Compagnie des Alpes filed with the AMF on January 29, 2021 under number D.21-0027 (the "URD") , (ii) an amendment to the URD filed with the AMF on June 8, 2021 (the "Amendment to the URD"), (iii) the securities note (note d'opération) dated June 8, 2021 (the "Securities Note") and (iv) the summary of the Prospectus (included
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
in the Securities Note).
The Prospectus is available on the websites of the AMF (www.amf-france.org) and the Company (www.compagniedesalpes.com). Copies of the Prospectus are available free of charge at the Company's registered office (50/52 boulevard Haussmann, 75009 Paris, France).
Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
Investors' attention is drawn to the risk factors relating to Compagnie des Alpes included in chapter 2 Risk Factors of the Amendment to the URD and the risk factors relating to the transaction and the securities included in chapter 2 Risk Factors of the Securities Note.
Since it was founded in 1989, Compagnie des Alpes (CDA) has established itself as an uncontested leader in the leisure industry. Today, the Group operates 10 prestigious ski resorts and 13 renowned leisure parks, using an integrated approach that combines operational excellence and quality to achieve the Very High Satisfaction of its customers but also the local communities in which it is present. Compagnie des Alpes also exports its expertise, offering consulting and assistance services to projects in diverse regions around the world.
Compagnie des Alpes has, in addition, leveraged its expertise to adapt to changing patterns of consumption: an active force in the renovation of mountain lodging, it has also developed a network of real estate agencies, is developing its own thematic hotels adjacent to its parks with nationwide appeal and, since 2018, is the number 1 tour operator specializing in the online sale of ski holiday packages in France. Over the course of the financial year ended September 30, 2020, the Group welcomed more than 16.5 million guests and generated sales of €615.6 M.
With nearly 5,000 employees, Compagnie des Alpes works with its partners to build projects that generate unique experiences, the opposite of a standardized concept. Exceptional leisure activities for everyone.
CDA is included in CAC All-Shares, CAC All-Tradable, CAC Mid & Small and CAC Small. ISIN: FR0000053324; Reuters: CDAF.PA; FTSE: 5755 Recreational services
| Compagnie des Alpes: François-Xavier HOLDERITH | +33 1 46 84 88 97 | [email protected] | |
|---|---|---|---|
| Sandra PICARD | +33.1 46 84 88 53 | [email protected] | |
| Alexis d'ARGENT | +33 1 46 84 88 79 | [email protected] | |
| Corpus: | Xavier YVON | +33.6 88 29 72 37 | [email protected] |
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
With respect to the member states of the European Economic Area (other than France) and the United Kingdom (each a "Relevant State"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may and will be offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by Compagnie des Alpes of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant State.
The distribution of this press release has not been 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 only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies).
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Compagnie des Alpes does not intend to register all or any portion of the securities in the United States under the Securities Act or to conduct a public offering of the securities in the United States.
This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
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