|Altamir Amboise launches a capital increase with preservation of preferential subscription rights in the amount of ¤ 120,037,545 in order to enable Altamir Amboise to pursue a strong investment pace along with Apax funds and to benefit from the current highly favourable environment for private equity operations.
Parity: 9 new shares for 16 existing shares
Subscription price: ¤ 11.25 per new share
Altamir Amboise, the listed vehicle created on June 4th 2007 within the framework of the merger of the companies managed by Apax Partners SA, announces the launch of a ¤120 million capital increase with preferential subscription rights.
Each shareholder will receive one preferential subscription right for each share held at the end of the stock trading session of June 20th, 2007.
- 16 preferential subscription rights will enable the subscription on a pre-emptive basis for 9 new shares at a price of ¤11.25 per new share.
- The subscription period for new shares and the listing of preferential subscription rights will run from June 21th to June 27th, 2007 inclusive.
Following an excellent performance in 2006 and a highly investments dynamic, the outlook is particularly favourable for Altamir Amboise, which is able to rely on:
- the expertise and experience of Apax Partners, one of the most active players on the private equity market,
- the highly favourable environment for private equity operations in France,
- a strong market dynamic supported by several developing businesses looking for funding,
- several projects that are currently under review by Apax Partners.
As Maurice Tchenio, the Chairman of Altamir Amboise's Management Company, explains:
"Following the merger at the start of June, this capital increase will enable Altamir Amboise to push ahead with its highly dynamic development and fully capitalise on all the new investment opportunities alongside the Apax funds.
This operation preserves the interests of Altamir Amboise shareholders, while making it possible for them to participate in priority in a new important phase in the company's development.
In addition, the Partners of Apax Partners SA are supporting this operation and have announced that they intend to strengthen their interest, raising it from 6.88% today to 11% of the capital, by participating to the offer and purchasing ordinary shares or preferential subscription rights during the offer period, or subsequently by buying ordinary shares by December 31, 2007. As such, they are confirming their confidence in the quality of Altamir Amboise's project."
Main terms of the transaction
Number of new shares to be issued
10,670,004 shares with a nominal value of ¤ 6 each, for a capital increase of a total nominal value of ¤ 64,020,024.
¤ 11.25 per new share, to be paid entirely in cash upon subscription, of which ¤ 6 represents the nominal value and ¤ 5.25 represents the issuance premium.
Preferential subscription rights
The subscription of new shares will be reserved, by preference, to the owners of existing shares held at the end of the stock trading session of June 20th, 2007 and to the assignees of preferential subscription rights. Such persons may subscribe, on an irreducible basis, for 9 new shares, with a nominal value of ¤ 6 per share, for every 16 existing shares held (16 preferential subscription rights will allow for the subscription of 9 new shares at the price of ¤ 11.25 per new share), without taking into account fractional shares.
Shareholders and assignees of preferential subscription rights will also have the right to subscribe for, on a reducible basis, the number of new shares they may wish in addition to the number of shares subscribed for upon the exercise of their irreducible preferential subscription rights, which number will be limited to the number of shares which are not subscribed on an irreducible basis and in proportion to the number of existing shares in respect of which irreducible preferential subscription rights were exercised.
Based on the closing price of Altamir Amboise's shares on June 8th, 2007, or ¤ 13.48 the theoretical value of the preferential subscription right amounts to ¤ 0.80.
The number of shares to be allocated in connection with subscriptions on a reducible basis will be published in the Bulletin des annonces légales obligatoires (BALO) on July 10th, 2007.
The new shares will bear dividend rights as from January 1st, 2007. They will give the right to dividends paid with respect to the 2007 fiscal year and subsequent years.
Admission of the new shares for trading
The new shares will be admitted for trading on the Eurolist B market of Euronext Paris, and will be immediately assimilated with existing shares already traded on the Eurolist B market of Euronext Paris.
The subscription period for the new shares will begin on June 21st, 2007 and will end on June 27th, 2007, inclusive. During this period, the preferential subscription rights will be traded on the Eurolist market of Euronext Paris under ISIN Code FR0010486811.
Settlement and Delivery
Settlement and delivery of the new shares is expected to take place on July 10th, 2007.
Categories of Investors
The offering is open to the public in France.
The Partners of Apax Partners SA intend to increase their shareholding in Altamir Amboise to a level representing 11% of the Company's share capital following the capital increase
Furthermore, on 11 June 2007, Maurice Tchenio, acting through MMG (a company owned at 99.68% by Maurice Tchenio) committed himself, should the subscriptions on an irreducible and reducible basis be not sufficient to issue all the new shares, to subscribe for the remaining new shares within the limit of an overall amount of ¤ 30 million (with this amount including the subscriptions on an irreducible and reducible basis together with potential purchases of ordinary shares and preferential subscription rights on the market by Maurice Tchenio and the companies he controls).
Underwriting and banking syndicate
The rights issue is underwritten by ABN AMRO Rothschild as Lead Manager and Bookrunner and by Natixis as Joint Lead Manager.
The issuer agreed with ABN AMRO a liquidity contract on June 8th, 2007.
CACEIS Corporate Trust
June 11th, 2007
AMF visa on the prospectus.
June 12th, 2007
Transaction launch press release.
Publication of the Euronext Paris notice.
June 13th, 2007
Publication of a summary of the principal characteristics of the capital increase.
Publication of the legal notice of share capital increase in the Bulletin des Annonces légales obligatoires.
June 21st, 2007
Beginning of the subscription period
Separation and commencement of the listing of the preferential subscription rights.
June 27th, 2007
Publication of the Euronext Paris S.A. admission notice for the new shares indicating the final amount of the capital increase.
July 5th, 2007
Decision of the Manager to allocate the new share which have not be subscribed
July 6th, 2007
Issue, delivery and settlement of the New Shares.
July 10th, 2007
Admission of the New Shares for listing on Eurolist by Euronext.
Publicly available information
A prospectus that has received visa No.07-178 dated June 11th, 2007 is available free of charge from the Altamir Amboise corporate headquarters and from ABN AMRO Rothchild. The prospectus may also be inspected on the websites of Altamir Amboise (www.altamir-amboise.fr) and the Autorité des marchés financiers (www.amf-france.org). This prospectus consists of (a) the registration document (document de reference) filed with the AMF on 27 April 2007 under no. D.07-0408, (b) the update (actualisation) to the registration document filed with the AMF on 11 May 2007 under no. D.07-0408-A0I, (c) the update to the registration document filed with the AMF on 11 June 2007 under no. D.07-0408-A02, (d) a merger document (document de fusion) registered with the AMF on 7 May 2007 under no. E.07-055, (d) a securities note (note d'opération) and (e) the summary of the prospectus included in the securities note
We draw your attention to the risk factors set out on the prospectus referred to above.
This document is not for distribution, directly or indirectly, in or into the United States of America. It is not an offer of securities for sale in or into the United States of America or any other jurisdiction where such offer may be restricted.
The securities referred to in this documents may not be offered or sold in the United States of America (as such term is defined in Regulation S under the Securities Act of 1933, as amended) unless they are registered or exempt from registration under the Securities Act of 1933, as amended. [Amboise Investissement] 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 of America.
The distribution of this document (which term shall include any form of communication) in the United Kingdom is restricted pursuant to section 21 (restrictions on financial promotion) of the Financial Services and Markets Act 2000 ("FMSA"). In relation to the United Kingdom, this document is only being distributed to, and is directed only at, (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion Order) 2005, as amended (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom it may otherwise lawfully be distributed (all such persons together with Qualified Investors (as defined in the Prospectus Directive) being referred to as "Relevant Persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only in the United Kingdom to Relevant Persons, and will be engaged in only with such persons. This communication does not constitute an offer of securities to the public in the United Kingdom pursuant to an exemption contained in the FSMA in connection with offers to a restricted category of Relevant Persons.
About Altamir Amboise
Altamir Amboise is a listed company that co-invests with the private equity funds managed by Apax Partners SA.
Altamir Amboise leverages Apax Partners' know how and investment strategy, which involves backing fast-growing companies across its sectors of specialization: Tech & Telecom, Retail & Consumer, Media, Healthcare, Business & Financial Services.
Altamir Amboise is a SCR (Société de Capital Risque) listed on the Euronext Paris Eurolist market, Compartment B.
For further information: www.altamir-amboise.fr
Apax Partners SA
Agathe Heinrich - Marketing Director
Tél: +33 1 53 65 01 35
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