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Parrot

Share Issue/Capital Change Dec 16, 2015

1585_iss_2015-12-16_f8e5237d-8d8f-4466-94a8-75b1e54cc974.pdf

Share Issue/Capital Change

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Final results of the sale of Warrant at the settlement of the Share Capital Increase

  • The Liquidity Period of the Warrants will extend from December 16, 2015 to January 4, 2016 (inclusive)
  • During this period, the company Horizon will purchase the Warrants sold by units of Warrants consisting of the same number of Class 1 Warrants and Class 2 Warrants, at a price of € 0.48 per Warrant

The Liquidity Period of the Warrants

Parrot reminds that in the context of its Share Capital Increase of an aggregate amount of €298,779,726, the Prospectus of which has been approved number 15-590 by the Autorité des marchés financiers (the "AMF") on November 19, 2015 and the results of which were published by Parrot on December 11, 2015, Parrot has issued 17,575,278 Class 1 Warrants and 17,575,278 Class 2 Warrants. The issuance of the Warrants will allow shareholders to share in the future development of the Company, and also enables Managers to participate in its future growth, in particular through the commitment of Horizon (a company controlled by Mr. Henri Seydoux) to sell to Managers up to 20 % of the Warrants that it will hold upon completion of this transaction1

Parrot reminds the opening of the Liquidity Period of the Warrants that will be of 20 calendar days from December 16, 2015 to January 4, 2016 (inclusive). During this Liquidity Period:

  • any holder of Warrants will be entitled to transfer, by off-market transactions, any unit of Warrants consisting of the same number of Class 1 Warrants and Class 2 Warrants, to Horizon which has committed to acquire them, at a price of €0.48 per Warrant; and
  • to this effect, any holder of Warrants will be entitled to transfer such units of Warrants by fulfilling the specific sale form, that will be communicated to him by his financial intermediary.

It is also reminded that:

The Warrants will be non-transferrable and therefore non-tradable for a five-year period from the day after the issue date, i.e. from December 16, 2015 to December 15, 2020 (inclusive), subject to the exceptions provided in the Prospectus relating to the Share Capital Increase, including notably the right of any holder of Warrants to transfer : (1) any unit of Warrants consisting of the same number of Class 1 Warrants and Class 2 Warrants during the above-mentioned Liquidity Period of the Warrants and (2) part or all of its Class 1 Warrants and/or Class 2 Warrants to employees, officers or directors of the Company and/or of its current or future subsidiaries (the "Managers") following the publication by the Company of a reference value of the Class 1 Warrants and of the Class 2 Warrants during the 10 calendar day period after the publication by the Company of its press release relating to its annual or half-year financial results, as the case may be; such sales may occur, under certain conditions, within 60 calendar days after the publication of these reference values, and in any event no later than December 15, 2020 (as the matter of fact, the Warrants will become transferable and exercisable as from December 16, 2020).

1 Meaning a minimum of 4 540 362 Warrants (this number may have to be adjusted, taking into account the potential transfer of Warrants to Horizon by other holders of Warrants during the Liquidity Period that is described here-after).

  • as from December 16, 2020 and until December 15, 2022 (inclusive): (1) the Warrants holders will be entitled to obtain new shares of the Company by exercising such Warrants; 24 Class 1 Warrants carry the right to subscribe for 2 new shares, at a price of €32.66 per share, and 28 Class 2 Warrants carry the right to subscribe for 3 new shares, at a price of €42.34 per share; Warrants not exercised during this period will become void and will lose all value; and (2) the Class 1 Warrants and the Class 2 Warrants will be listed separately from the Company's ordinary shares, namely on a separate trading line under the ISIN code FR0013054269 for the Class 1 Warrants and on another trading line under the ISIN code FR0013054335 for the Class 2 Warrants ; and
  • the Company's shares resulting from the exercise of the Warrants (that represent a potential maximum dilution of 11.1% of the share capital after the Share Capital Increase) will be ordinary shares of the same class as the existing shares of the Company. They will carry the same rights, including, with effect from their issue, to all distributions decided by the Company as from that date. These shares will be subject to periodical requests for admission to trading on the regulated market of Euronext in Paris on the same trading line as the existing shares of the Company and under the same ISIN code FR0004038263.

Final results of the sale of Warrant at the settlement of the Share Capital Increase

During the subscription period of the Share Capital Increase, commitments were made to sell to Horizon 5 865 266 Class 1 Warrants and 5 865 266 Class 2 Warrants resulting from subscriptions for the Offered Securities on a non-reducible and on a reducible basis, it being reminded that Horizon has committed to acquire these Warrants at a price of €0.48 per Warrant. These transactions were completed on December 15, 2015, simultaneously with the settlement of the Share Capital Increase.

As a result, upon the settlement of the Share Capital Increase, Horizon holds 11,350,907 Class 1 Warrants and 11,350,907 Class 2 Warrants, i.e., a total of 22,701,814 Warrants representing 64.58% of the total number of Warrants issued.

Upon the settlement of the Share Capital Increase, the holding of the Class 1 and Class 2 Warrants is the following (on the basis of the information available for the Company): 2

Number of
Class 1
Warrants
% of Class 1
Warrants
Number of
Class 2
Warrants
% of Class 2
Warrants
Total number
of Class 1 and
Class 2
Warrants
% of the
total number
of the Class
1 and Class
2 Warrants
Horizon(3)(4) 11,350,907 64.58 % 11,350,907 64.58 % 22,701,814 64.58 %
Bpifrance(3) 1,552,188 8.83 % 1,552,188 8.83 % 3,104,376 8.83 %
Public 4,672,183 26.58 % 4,672,183 26.58 % 9,344,366 26.58 %
TOTAL 17,575,278 100 % 17,575,278 100 % 35,150,556 100 %

(3) Not taking into account the 753,224 Class 1 Warrants and the 753,224 Class 2 Warrants that Bpifrance Participations has committed to sell to Horizon during the Liquidity Period of the Warrants.

(4) It is reminded that Horizon has undertaken to sell to Managers up to 20 % of the Warrants that it shall own upon completion of the transaction (taking into account, as the case may be, any Warrants sold to Horizon during the Liquidity Period of the Warrants).

2 Calculation made taking into account the Warrants (initially attached to the New Shares subscribed on a non-reducible and on a reducible basis) sold to Horizon at the settlement of the Share Capital Increase pursuant to commitments made during the subscription period of the Share Capital increase.

The prospectus filed with the Autorité des marchés financiers (the "AMF") under visa number 15-590 dated November 19, 2015 (the "Prospectus"), consists of (i) Parrot's reference document filed with the AMF on April 30, 2015 under number D.15-0468 (the "Registration Document"), (ii) Parrot's update of the Registration Document filed on November 13, 2015 under number D.15-0468-A01 (the "Update"), (iii) a securities note and, (iv) a summary of the Prospectus (included in the securities note and set out in appendices).

Copies of the Prospectus may be obtained free of charge at the registered office of Parrot, 174-178 quai de Jemmapes – 75010 Paris, on the Company's corporate website (www.parrotcorp.com), on the AMF's website (www.amf-france.org) and from Natixis, 47 quai d'Austerlitz, 75013 Paris and BNP Paribas, 16, boulevard des Italiens, 75009 Paris.

Before making any investment decision, investors (including any holder of Warrants) are invited to carefully review the risk factors described in Section IV (Risk factors) of the Reference Document, Section III (Risk factors) of the Update and Section II (Risk factors) of the securities note. The occurrence of any or all of these risks may have an adverse effect on the business, position or financial results of the Group or on its ability to meet its objectives, as well as on the value or market price of the Company's shares or other securities (including the Warrants). In addition, other risks not yet identified, or not currently considered as material by the Group, could have the same adverse effect.

Founded in 1994 by Henri Seydoux, Parrot creates, develops and markets advanced technology wireless products for consumers and professionals. The company builds on a common technological expertise to innovate and develop in three primary markets:

  • Civil drones: With leisure quadricopters and solutions for professional use.
  • Automotive: With the most extensive range of hands-free communication and infotainment systems for vehicles on the markets.
  • Connected objects: With a focus in audio and gardening.

Headquartered in Paris, Parrot currently employs more than 900 people worldwide and generates the majority of its sales overseas. Parrot has been listed on Euronext Paris since 2006. (FR0004038263 – PARRO). For more information, please visit www.parrot.com

Investors, analysts, financial media Marie Calleux - T.: +33(0) 1 48 03 60 60 [email protected]

Tech and consumer media Vanessa Loury - T.: +33(0) 1 48 03 60 60 [email protected]

This press release shall not be published, distributed or circulated, directly or indirectly, in or into the United States of America, Australia, Canada or Japan or any other country in which such release, publication or distribution would be unlawful.

This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase the Company's Offered Securities, New Shares, Warrants or existing shares.

European Economic Area

The offer described in the Prospectus was opened to the public in France exclusively.

With respect to each Member State of the European Economic Area other than France which has implemented the Prospectus Directive other than France (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Offered Securities, New Shares or Warrants requiring a publication of a prospectus in any Member State. As a result, Offered Securities, New Shares or Warrants mentioned in the press release may only be offered in Member States:

- to legal entities which are qualified investors, as defined by the Prospectus Directive; or

- in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, (i) the expression an "offer to the public of Offered Securities, New Shares or Warrants" in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offered Securities, New Shares or Warrants to be offered so as to enable an investor to decide to purchase, or subscribe for any Offered Securities, New Shares or Warrants, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC of 4 November 2003, to the extent implemented in the Member State, as amended, including by the Amending Prospectus Directive, and includes any relevant implementing measure in each Member State and (iii) the expression "Amending Prospectus Directive" means Directive 2010/73/EU of 24 November 2010.

This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

This press release does not contain or constitute an invitation, inducement or solicitation to invest. This press release is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning 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 in (i), (ii), (iii) and (iv) together being referred to as "Relevant Persons").

This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This press release does not constitute a prospectus approved by the Financial Services Authority or any other regulatory authority in the United Kingdom under Section 85 of the Financial Services and Markets Act 2000.

United States of America

This press release is not an offer of securities for sale or purchase nor the solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the planned offer in the United States of America or to conduct a public offering of securities in the United States of America.

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