COGELEC (EPA:COGEC) - Cogelec : Remarkable success of Cogelec's initial public offering on the regulated market of Euronext Paris.
Transparency directive : regulatory news
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REMARKABLE SUCCESS OF COGELEC'S INITIAL PUBLIC OFFERING ON THE REGULATED MARKET
OF EURONEXT PARIS
- More than EUR 64.3 million in subscription requests, an offering
oversubscribed 1.8 times, with the support of leading European institutional
- Offering subscribed for a total of EUR 38.7 million, including EUR 20.9
million through the issuance of new shares (after full exercise of the
extension clause) and EUR 17.8 million through the sale of existing shares
- Offering price set at EUR 11.75 per share
- Start of trading on the regulated market of Euronext Paris on 18 June 2018
Mortagne-sur-Sèvre, France, 13 June 2018, COGELEC, the French leader in access
control systems for building complexes, announces the remarkable success of its
initial public offering on the regulated market of Euronext Paris, in
particular with leading European institutional investors (Compartment C, ISIN
code: FR0013335742/ticker: COGEC).
In light of the strong demand, COGELEC's Board of Directors today set the
offering price at EUR 11.75 per share.
It also decided to fully exercise the extension clause, enabling to complete a
deal of EUR 38.7 million, likely to be increased to a maximum of EUR 41.8
million in the event of full exercise of the over-allotment option.
The overall offering came to 5,476,276 shares, including 90.3% under the global
placement (mainly intended for institutional investors) and 9.7% under the open
price offering (mainly intended for individual shareholders, with A1 and A2
orders 65.7% honoured), meaning the offering was 1.8 times oversubscribed
before the full exercise of the extension clause.
Overall, the number of securities offered following the full exercise of the
extension clause, stands at 3,292,275 shares (including 1,779,608 new shares
issued by COGELEC and 1,512,667 existing shares sold by SRC). On this basis,
and given the offering price of EUR 11.75 per share, COGELEC has a market
capitalisation of EUR 104.6 million.
The gross proceeds of the offering amount to EUR 20.9 million.
Following this transaction, COGELEC's share capital amounts to EUR 4,004,121.60
and will comprise 8,898,048 shares. Alongside this issuance of new shares, SRC,
the COGELEC majority shareholder, will sell 1,512,667 existing shares for a
total of EUR 17.8 million (which may be increased up to EUR 20.9 million in the
event of the full exercise of the over-allotment option), bringing COGELEC's
free float to 37% of its share capital.
Settlement/delivery of the shares offered within the global placement and the
open price offering is scheduled for 15 June 2018. The shares will be admitted
for continuous trading on the regulated market of Euronext Paris as from 18
June 2018, under the ISIN code FR0013335742 and the ticker COGEC.
COGELEC shares may be included in PEA-PMEs (equity savings plans invested in
SMEs). PEA- PMEs enjoy the same tax benefits as traditional PEAs and are
subject to the same operating rules.
Roger Leclerc, CEO and founder of COGELEC, commented on the success of the
initial public offering: "Today we are very pleased to announce the success of
our initial public offering on Euronext Paris and we would like to thank all
the individual shareholders and institutional investors who have placed their
trust in us at this time. The success of this transaction is a decisive step
towards achieving our ambition: to become the European leader in access control
systems for building complexes."
Post-transaction breakdown of share ownership
Following the IPO, COGELEC's share capital breaks down as follows:
Breakdown of the Company's share ownership and voting rights (after full
exercise of the extension clause and before the potential exercise of the
Number of % of share % of voting
Shareholders Number of shares voting rights capital rights
SRC 5,605,753 11,211,506 63.0% 77.3%
HRC 20 40 0.0% 0.0%
Free-float 3,292,275 3,292,275 37.0% 22.7%
TOTAL 8,898,048 14,503,821 100% 100%
15 June 2018 - Settlement/delivery of the open price offering and the global
18 June 2018 - Start of trading in COGELEC's shares on the regulated market of
Euronext Paris on a quotation line entitled COGELEC
13 July 2018 - Deadline for exercising the overallotment option
- End of the stabilisation period, where applicable
The price of the open price offering and of the global placement is set at
EUR 11.75 per share.
Size of and gross proceeds of the offering
3,292,275 shares offered, after the full exercise of the extension clause and
before the potential exercise of the over-allotment option. The gross total
proceeds of the offering amount to EUR 38.7 million after the full exercise of
the extension clause and before any exercise of the over-allotment option.
The company SRC has granted Louis Capital Markets UK LLP an over-allotment
option, exercisable until 13 July 2018, for a maximum of 266,941 additional
sold shares, representing a maximum additional amount of approximately EUR 3.1
Allotment of the offering (excluding the potential exercise of the
- Global placement: 2,945,142 shares were allocated to institutional investors,
representing EUR 34.6 million and approximately 89.5% of the total number of
shares allocated under the offering;
- Open price offering: 347,133 shares were allocated to the public,
representing EUR 4.1 million and approximately 10.5% of the total number of
shares allocated under the offering. A1 orders (from 10 to 200 shares,
inclusive) will be 100% honoured and A2 orders (above 200 shares) will not be
Abstention undertaking by COGELEC and lock-up undertakings by the founders and
- Abstention undertaking by COGELEC: 6 months, subject to standard exclusions.
- Lock-up undertaking by SRC SAS in COGELEC: 18 months, subject to standard
- Lock-up undertaking by certain SRC SAS shareholders in SRC SAS: 18 months,
subject to standard exclusions.
Reasons for the offering
The main purpose of the offering and admission of COGELEC's shares to trading
on Euronext Paris is to finance the Group's development. In addition, its
status as a listed company should give the Company greater visibility on its
The sale of the COGELEC shares held by SRC is intended primarily to repay SRC's
bank and financial debt (approximately EUR 3.3 million). This repayment will
take place within a period of 5 calendar days following the admission of the
COGELEC shares to trading on the regulated market of Euronext Paris. The second
objective is the financing of part of the repurchase price of the SRC shares
held by certain SRC shareholders, as described in section 3.4.3 of the
securities note. In the press release to be published in connection with the
exercise of the over-allotment option, COGELEC will disclose to the market the
part of the repurchase financed using the proceeds from the sale of the COGELEC
Characteristics of the shares
- Name: COGELEC
- Ticker: COGEC
- ISIN Code: FR0013335742
- LEI code: 9695002OALTJ10BG4080
- Market: regulated market of Euronext Paris, compartment C
- ICB classification: 2737 - Electronic Equipment
- Eligibility for the PEA-PME*
* These mechanisms are conditional and subject to the limit of available caps.
Interested parties should contact their financial advisor.
AVAILABILITY OF THE PROSPECTUS
Copies of the prospectus approved by the AMF on 28 May 2018 under visa number
18-203, comprising the base document registered by the AMF on 14 May 2018 under
number I.18-040 and a securities note (including the summary prospectus) are
available free of charge on request from the registered office of COGELEC (370
rue de Maunit, 85290 Mortagne-sur- Sèvre) and on the websites of COGELEC
(http://www.investir.cogelec.fr) and the AMF (www.amf-france.org).
PARTNERS IN THE IPO
Company advisor SPONSOR FINANCE
Joint lead manager and bookrunner GILBERT DUPONT
Joint lead manager and bookrunner MIDCAP
Legal advisor JEANTET
Statutory auditor DELOITTE
Statutory auditor ARC
Financial Communications ACTIFIN
Chief Financial Officer
+ 33 (0)2 72 67 00 92
Actifin, financial media relations
+33 (0)1 56 88 11 19
Actifin, financial communications & PR
+33 (0)1 56 88 11 22
COGELEC is the French leader in access control systems for building complexes.
As early as 2007, COGELEC created the first universal wireless intercom
solution under the Intratone(r) brand. This unique offering boasts a disruptive
economic model which simultaneously includes equipment, an intercom solution
and an online management tool.
COGELEC has already outfitted 850,000 dwellings, including 150,000 new
dwellings in 2017, out of a potential total of 15.4 million dwellings in
Present on the export market for five years, COGELEC also offers its solutions
in Germany, the United Kingdom, the Netherlands and Belgium through existing
subsidiaries or those currently being launched.
Based on an indirect distribution model associated with a strong local
relationship with end customers (social housing landlords and co-owners'
associations), COGELEC posted solid performances with revenue up nearly 17% to
EUR30.6m in 2017, for current operating income of EUR5m and net income of
EUR2.9m. COGELEC aims to triple its revenue to EUR90 million by 2021. For more
In no way do this press release and the information it contains constitute
either a purchase or subscription offer, or a purchase or subscription order,
for COGELEC shares in any country whatsoever.
Dissemination of this press release may, in some countries, be subject to
specific regulations. Consequently, persons in such countries where this press
release is released, published or distributed should inform themselves of and
comply with such laws and regulations.
This press release is promotional in nature and is not a prospectus, within the
meaning of Directive 2003/71/EC of the European Parliament and of the Council
of 4 November 2003, as amended (as transposed, where applicable, into law in
each Member State of the European Economic Area) (the "Prospectus
This press release does not constitute and may not be considered as a public
offer, a subscription offer or a solicitation of public interest for a public
offering of financial securities.
This press release constitutes neither an offer to sell securities nor a
solicitation of an offer to purchase securities in the United States. Shares or
other securities in COGELEC may only be offered for sale or sold in the United
States following registration under the terms of the U.S. Securities Act de
1933, as amended ("US Securities Act"), or within the framework of an exemption
from registration. Shares in COGELEC will be offered or sold exclusively
outside the United States of America as offshore transactions, in accordance
with Regulation S of the Securities Act. COGELEC has no intention of
registering the offering in part or in whole in the United States, or of
carrying out a public offering in the United States.
For EEA Member States having transposed the Prospectus Directive (a "Relevant
Member State"), no action has been or will be undertaken with a view to
enabling a public share offering that would make it necessary to publish a
prospectus in one or more of said Relevant Member States, other than France.
Accordingly, shares in COGELEC cannot and will not be offered in any member
state other than France, except under the derogations provided for in Article
3(2) of the Prospectus Directive, if they have been transposed into law in that
member state or in other cases that do not require the company to publish a
prospectus under Article 3(2) of the Prospectus Directive and/or regulations
applicable in the member state concerned.
In the UK, the press release is intended solely for persons who are (i)
investment professionals in the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (current
version, the "Financial Promotion Order"), (ii) are specified in article 49(2)
(a) to (d) ("high net worth companies, unincorporated associations etc.") of
the Financial Promotion Order, (iii) are outside the UK, or (iv) are persons to
whom invitations or inducements to engage in investment activity (in the
meaning of section 21 of the Financial Services and Markets Act 2000) in the
framework of the issue or sale of all securities can be legitimately
communicated, directly or indirectly (collectively, the "Authorised Persons").
This press release is solely intended for the Authorised Persons and cannot be
used by any person other than the Authorised Persons.
This press release must not be published, distributed or disseminated, directly
or indirectly, in the United States, Australia, Canada or Japan.