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Mersen — Capital/Financing Update 2009
Sep 18, 2009
1518_rns_2009-09-18_48769a81-b5a7-47ca-bc37-76dcb378ead2.pdf
Capital/Financing Update
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Not for distribution in the United States, in Canada, in Australia or in Japan
Carbone Lorraine announces today the terms of its fully underwritten €63.4 million share capital increase with preferential subscription rights for existing shareholders, the principle of which was announced during the Investor Day of September 16th, 2009.
The use of proceeds of the present capital increase is to allow the Company to reduce its indebtedness in order to continue its industrial investments (depending on economic recovery) and targeted acquisitions program (such as the acquisition of the remaining 40% in Calcarb). These proceeds could be partially used to temporarily reduce drawings on syndicated loans.
AXA Private Equity and Sofina, the two main shareholders, with respectively 16.4% and 7.2% of the capital, show their support for this strategy by undertaking to subscribe to their pro-rata share of the capital increase.
The remainder of the capital increase is underwritten by a syndicate of banks composed of HSBC and Société Générale Corporate & Investment Banking as Joint Lead Managers and Bookrunners.
The company points out the fact that the strategy described in the "Expansion 2011" plan presented in September 2008 is confirmed. This plan included a sale target of €1.1 billion (before the disposal of the carbon brushes business for automotive applications) and a target of 18% for the return on capital employed before tax. However, it is not possible at present to tell exactly when the anticipated growth will arrive, since economists are as yet unable to predict how and when the economy will emerge from the slump. The company therefore confirms these targets but cannot specify the timetable. Therefore, the €500 million investment plan that was initially announced may not be fully achieved. It will be possible to redefine it with precision only when the economic situation allows a better visibility.
Terms and timetable of the share capital increase
This €63.4 million share capital increase will be realized via the issuance of 3,730,044 new shares at a subscription price of €17 per share (i.e. €2 par value and a €15 issue premium) on the basis of 4 new shares for 17 existing shares.
Paris, September 18th 2009
Not for distribution in the United States, in Canada, in Australia or in Japan
The number of new shares could be brought to a maximum of 3,756,868 new shares in case of the exercise, before September 25th, 2009, of all the share warrants ("BSAAR").
The cap of the authorization given on May 19, 2009 applies to all share capital increases, including the ones made within the frame of the PACEO. After this transaction and given the PACEO uses already made, 43,132 shares could be issued. The Company commits not to make any issuance pursuant to the May 19, 2009 authorization.
Based on the €25.83 closing price of Carbone Lorraine shares on September 17th, 2009, the issue price represents a 29.6% discount to the theoretical ex-right price and a 34.2% discount to closing price.
Each shareholder of Carbone Lorraine will receive one preferential subscription right per share held at the close of trading on September 18th, 20091 . 17 preferential subscription rights will enable their holders to subscribe for 4 new shares.
The share capital increase will be open to the public in France only. The subscription period will start on September 21th, 2009 and end on October 2nd, 2009 inclusive. During this period, preferential subscription rights will be listed and traded on Euronext Paris (ISIN FR0010805614 Code).
New shares possibly not taken up by irrevocable subscriptions (à titre irréductible) will be distributed and allocated to the holders having submitted additional subscription orders (à titre réductible). Each holder will be allocated additional new shares up to the number of additional new shares for which each holder has submitted subscription orders but in proportion to the number of rights exercised, provided that as a result of such allocation, no fractional share will be allotted. Settlement and delivery of the new shares is scheduled to take place on October 16th, 2009.
The new shares will carry rights to dividends immediately upon their issuance, and will be entitled to all distributions declared by Carbone Lorraine from this date. The new shares will fungible with existing shares already trading on the Euronext Paris stock market under the same ISIN FR0000039620 Code.
The centralisation agent is Société Générale Securities Services / Global Issuer Services, BP 81236, 32 rue du Champ-de-Tir, 44312 Nantes Cedex 03.
Information available to the public
The French prospectus, approved by the Autorité des marchés financiers (the "AMF", the French Securities Regulator), is available free of charge on the Carbone Lorraine (www.carbonelorraine.com) and on the AMF website (www.amf-france.org), or upon request from Carbone Lorraine, HSBC and Société Générale.
1 As well as holders of shares resulting from the exercise of BSAAR before September 24th, 2009 11:59pm, Paris time.
Paris, September 18th 2009
Not for distribution in the United States, in Canada, in Australia or in Japan
The prospectus, approved by the AMF on September 17th, 2009 under n°09-261, consists of the reference document (document de référence) of Carbone Lorraine, filed with the AMF on March 17th , 2009 under number D.09-0127, the update of the reference document (actualisation du document de référence) filed with the AMF on September 17th, 2009 under number D.09-0127 A1, and a "note d'opération" that includes a summary of the prospectus.
Carbone Lorraine draws the attention of investors to the risk factors in the prospectus approved by the AMF.
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About Carbone Lorraine
World leader of graphite solutions and electrical components, Carbone Lorraine specializes in the implementing of high technology materials in demanding industrial environments and in the development of systems, which are fundamental to the smooth operation of the motor and the protection of electrical equipment. With over 85% of its sales carried out internationally, the Group holds leadership positions in all of its occupations.
| Advanced Materials and Technologies: | - N°1 worldwide in anti-corrosion equipment in graphite |
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| - N°2 worldwide in high temperature applications of isostatic graphite |
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| Electrical Components and Technologies: | |
| Electrical Applications: | - N°1 worldwide in brushes for electrical motors |
| Electrical Protection: | - N°1 worldwide in fuses for powerful semi-conductors |
| - N°2 worldwide in industrial fuses |
The Group is listed at Euronext Paris, Compartiment B and is a part of the following indices CAC Mid100, SBF120 et Next 150. Find Carbone Lorraine on Bloomberg: CRL FP and on Reuters: CBLP.PA
Visit our Internet website www.carbonelorraine.com
Paris, September 18th 2009
Analyst and Investor Contact
Sébastien Desarbres VP Investor Relations Carbone Lorraine
Press Contact
Publicis Consultants Vilizara Lazarova
Tel.: +33 (0)1 46 91 54 49 [email protected] Tel.: +33 (0)1 57 32 86 46 [email protected]
This press release must not be published, released or distributed, directly or indirectly, in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan.
This press release and the information it contains do not constitute an offer to sell or subscribe or a solicitation of an order to buy or subscribe for securities in any country.
The distribution of this press release may be restricted by applicable laws and regulations. Persons who are physically located in those jurisdictions and in which this press release is circulated, published or distributed must inform themselves about and observe such restrictions.
The securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements of the Securities Act. Carbone Lorraine does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States. More comprehensive information about Carbone Lorraine may be obtained on its Internet website (www.carbonelorraine.com), under Regulated Information.
Not for distribution in the United States, in Canada, in Australia or in Japan