GROUPE GORGE : Proposed acquisition of Portafeu Nucléaire

information fournie par Actusnews •22/02/2016 à 18:05

Groupe Gorgé has announced that it has entered into exclusive negotiations for the acquisition by Groupe Gorgé of the technical door business for nuclear energy developed by Portafeu, a subsidiary of the ASSA Abloy group.

Groupe Gorgé, through its subsidiary, Nucléation, is developing a business of high-security doors for nuclear facilities. It considers itself to be a worldwide leader in this business. Portafeu has been the main French competitor of Nucléation for 28 years. This proposed merger will be presented over the next few days to the employee representative bodies concerned. The Portafeu nuclear energy business employs approximately 40 persons, all of whom are attached to the Meysse (07) site, which itself is a party to the transaction.

This proposed acquisition comes about at a time when the group's nuclear energy prospects are significant in France, particularly in the context of the taking into account of new security requirements post-Fukushima. In this context, the group wishes to grow the means at its disposal in order to respond more effectively and durably to its clients' needs.

Renewal of the line of equity financing

In the pursuit of the transaction already realized in 2014 which has given full satisfaction, Groupe Gorgé put a new line of equity financing into place with Kepler Cheuvreux. This financial mechanism makes it possible to carry out successive small capital increases, based solely on requirements, and under optimized market conditions.

Within the framework of this financing, and provided that the conditions defined by the parties are all met, Kepler Cheuvreux has agreed to subscribe, during the course of the next 24 months, a maximum of 665,000 company shares, representing 4.97% of the current share capital.

The issue price of the new shares will correspond to the average weighted share price preceding each issuance, less a 4.5% discount. This discount enables Kepler Cheuvreux, which does not intend to retain a stake in Groupe Gorgé, to act as a financial intermediary and to guarantee the subscription of the shares within the framework of a firm commitment underwriting.

This transaction was carried out under the 13th resolution of the general shareholders' meeting of June 17, 2015.

In the event that the line of financing ¹ is used in full, a shareholder holding 1.0% of the share capital of Groupe Gorgé would see his stake reduced to 0.95% of the share capital ² , on a non-diluted basis. Groupe Gorgé retains the option to terminate the contract at any time.

The number of shares issued under this contract and admitted for trading will become the subject of a Euronext notice, as well as of a communication on Groupe Gorgé's website.

1. Entailing the issuance of 665,000 new shares
2. On the basis of the 13,366,843 shares which make up the share capital of Groupe Gorgé

Contact Kepler Cheuvreux - Thierry du Boislouveau - Managing Director :

Tél. : +33 (0)1 53 65 36 85 - thierry.du-boislouveau@keplercf.com

Disclaimer

This press release could contain statements on past events and forward-looking statements including statements regarding future goals or targets. Forward-looking statements reflect current expectations for results and future events.

Such forward-looking statements and targets depend on known and unknown risks, uncertainties and other factors that may cause actual results, performance or events to differ materially from those anticipated herein. All these risks and uncertainties could affect the Group's future ability to achieve its targets. Risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements and targets include, among other things: the risks and uncertainties possibly mentioned in this press release; the strength of competition; the growth of the market; currency fluctuations; interest rate fluctuations; raw materials and freight price fluctuations; armed conflicts or political instability; control of costs and expenses; changes in tax legislation, rules, regulation or enforcement; our ability to successfully keep pace with technology changes; our ability to attract and retain qualified personnel and key-men; the evolution, interpretation and uniform application and enforcement of International Financial Reporting Standards (IFRS), according to which we prepare our financial statements; supply chain bottlenecks; the performance of our business partners (subcontractors, agents, suppliers, etc.).

Some of these risk factors are set forth and detailed in our Document de Référence (Registration Document including the annual financial report filed with the French Autorité des Marchés Financiers). This list of risks, uncertainties and other factors is not limitative. Other non-anticipated, unknown or unforeseeable factors could also have material adverse effect on our targets. The Group expressly disclaims any obligation or undertaking to update or revise any forward-looking statements or targets potentially contained in this press release to reflect any change in events, conditions, assumptions or circumstances on which any such statements are based.

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About Groupe Gorgé

Established in 1990, Group Gorgé is an industrial group operating in different areas of expertise:

Smart Safety Systems – Using technology to work in risk environments;

Protection in Nuclear Environments – Protecting people and securing buildings operating with radioactive materials;

Industrial Projects & Services Conducting Robotics and Fire protection systems projects for industry and service-sector player;

3D Printing – Enabling major industry players to find new routes to successful innovation and production processes by providing systems, 3D printers and new premium material.

In 2014, the Group reported revenue of €223.3 million. It is backed by 1,475 employees and operations in over ten countries.

More information available on www.groupe-gorge.com

Groupe Gorgé is listed on Euronext Paris and on the US OTC market in the form of ADR.

Contacts

Groupe Gorgé - Raphaël GORGÉ – Président Directeur Général - Tél. : 01 44 77 94 77 - E-mail : contact@groupe-gorge.com

Actus Finance – Natacha MORANDI - Relations Analystes/Investisseurs - Tél. : 01 53 67 36 94 - E-mail : nmorandi@actus.fr

Actus Finance – Jean-Michel MARMILLON - Relations Presse - Tél. : 01 53 67 36 73 - E-mail : jmmarmillon@actus.fr