GROUPE BOGART : BOGART GROUP to carry out capital increase by private placement
Actusnews•30/11/2015 à 18:00
- Issue of new ordinary shares representing up to a maximum of less than 10% of the share capital
- Raising funds to allow the BOGART GROUP to accelerate its growth plans
- Private investment will be open from 1 December to 10 December 2015 inclusive, subject to early closure
Paris, 30 November 2015
The company JACQUES BOGART ("the BOGART GROUP", ticker: JBOG) which is specialised in the creation, manufacturing and distribution of perfumes and luxury cosmetic products, has announced the launch of a capital increase (without shareholders' preferential subscription rights) in the form of a private placement reserved exclusively for institutional investors. This transaction will result in the issue of new ordinary shares representing up to a maximum of less than 10% of the share capital.
MIDCAP PARTNERS will act as Lead manager and Bookrunner for this transaction. The placement will open at 8:00 am on 1 December 2015, will close on 10 December 2015, inclusive, and is subject to early closure.
Trading in BOGART Group shares (JBOG - FR0012872141) has been suspended on the Euronext Paris market for the period of the creation of the subscription book and will recommence the day of the beginning of the new shares negotiations on the regulated market of Euronext Paris.
Objective of the issue of shares
This capital increase is aimed at providing the BOGART Group with the means to accelerate its growth strategy in France and internationally in the following areas:
- Acceleration of the strategic deployment of the Group's brands and more actively supporting the launch of new lines of perfumes and cosmetics;
- Seizing acquisition opportunities to unify certain small brands within the Group (independent distributors or networks) and to pursue growth of its market share and complete its network of perfume stores.
Terms of the transaction
The capital increase will be carried out without shareholders' preferential subscription rights, as a private placement exclusively available to portfolio managers or qualified investors within the meaning of article L. 411-2 of the French Monetary and Financial Code.
The private placement will be performed by means of the creation of a subscription book, on the basis of which the number of shares to be issued and the issue price will be determined. According to the article R. 225-119 of the Code de Commerce, the price will be at least equal to the weighted average of the quotation of the 3 last trading sessions, and optionally a maximal discount of 5%. It will be managed by MIDCAP PARTNERS, acting as Lead manager and Bookrunner.
The placement will open at 8:00 am on 1 December 2015 and close at 6:00 pm on 10 December 2015. The subscription book may, however, be closed at any earlier point at the discretion of the Lead Manager and Bookrunner. The shares involved are new ordinary shares. They will have current dividend rights and will be equivalent to existing shares in the Company. A shareholder with a 1% holding of the share capital before the issue, will be holding 0.91% of the share capital after the issue.¹
The final subscription price and the number of new ordinary shares (accounting until less than 10% of the social capital; which means a maximum of 1.425.001 shares) will be announced by the BOGART Group as soon as possible following the finalization of the subscription book, and in any event no later than 11 December 2015. Settlement and delivery of the new ordinary shares to the investors in exchange for payment shall occur on 14 December 2015. Furthermore, in order to cover any possible surplus requests without further diluting the existing shareholders' shareholdings through the issue, Ms. Régine Konckier, Deputy Managing Director, board member and shareholder in the Company has provided the Lead manager and Bookrunner with an option allowing the assignment of some of the existing shares that she holds, which would not exceed 4% of the social capital.
The capital increase will be carried out in accordance with the provisions of articles L. 225 - 136 of the French Commercial Code and L. 411-2 II of the French Financial and Monetary Code in the exercise of powers delegated by the Company's Combined General Meeting of 30 June 2015, in accordance with the terms of Resolution 14 which the Board of Directors decided to make use of during its meeting of 30 November 2015. The Company will announce the definitive terms of the issue of shares at the end of the placement period.
¹In case of an issue of 1.425.001 shares
In accordance with article 211-3 of the General Regulation of the French Financial Markets Authority, the Company's offer of shares in the context of this private placement does not give rise to an obligation to issue a prospectus approved by the French Financial Markets Authority.
This press release is for informational purposes only. It does not constitute and it must not be construed to constitute a public offer, a subscription offer or a solicitation of public interest for the purposes of a public offer of financial securities. In particular, this document does not constitute an offer of sale or subscription in relation to shares in the BOGART Group in the United States. In certain countries, the distribution of this press release may constitute a violation of the relevant laws. As such, this press release must not be directly or indirectly published, transmitted or distributed in the territory of the United States, Canada, Australia or Japan.
The BOGART Group is specialised in the creation, manufacturing and distribution of perfumes and luxury cosmetic products. With a unique market position as a manufacturer and distributor, the Group is active in more than 90 countries and distributes its products via a network of selective perfume stores in France and local distributors and Group subsidiaries internationally. The Group employs 668 people and generates over 80% of its revenue abroad.
In 2014, the Group generated revenue of €80.7 million.
The breakdown of revenue by activity was as follows:
- Distribution (50.7%): perfumes (under the Group's own brands Bogart, Ted Lapidus and Carven, as well as the licensed brands Chevignon, Lee Cooper, Naf Naf) and cosmetics (under the Group's own brands Méthode Jeanne Piaubert and Stendhal);
- Stores (49.3%): through the Group's own chain of perfume stores
In the 2014 financial year, the Group generated total revenue of over €83 million (including the Ted Lapidus licences).
The BOGART Group is listed on the Euronext Paris regulated market (ticker: JBOG - ISIN: FR0012872141)
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