COGELEC (EPA:COGEC) - Cogelec : Proposed changes in the capital structure of S.R.C, the Cogelec majority shareholder, integrating the arrival of RAISE Investissement as a minority financial partner.

Transparency directive : regulatory news

28/06/2021 17:45

PRESS RELEASE

Proposed changes in the capital structure of S.R.C, the Cogelec majority
shareholder, integrating the arrival of RAISE Investissement as a minority
financial partner

Mortagne-sur-Sèvre, France, 28 June 2021, Cogelec (ISIN: FR0013335742/ticker:
ALLEC), the French leader in access control systems for collective housing, is
today announcing the signature of an acquisition and investment agreement
between the associates of S.R.C (the majority shareholder of the Cogelec Group)
and RAISE Investissement. This transaction aims notably to integrate a minority
financial partner that shares the values of the Cogelec Group and is capable of
supporting the company in its development plan over the long term.

The signatories committed to establishing a joint holding company ("Cogelec
Développement") to acquire the entirety of the capital of S.R.C, subject to
the fulfilment of certain conditions, at the price of EUR289.20 per share in
S.R.C (or a price of EUR10.0 per share in Cogelec on a transparent basis).

The current associates of S.R.C (i.e., the executives of the Cogelec Group)
will maintain indirect control of S.R.C (and therefore of Cogelec), holding 65%
of the capital and voting rights in Cogelec Développement (on a non-diluted
basis(1)) on the effective date of the transaction. S.R.C's holding in Cogelec
will remain unchanged (i.e., 60.09% of the capital and 77.21% of the
exercisable voting rights in Cogelec(2)).

RAISE Investissement will carry out a capital and quasi-equity investment of
EUR18.8 million, distributed as follows:

* EUR12.1 million via the issuance of ordinary shares;
* EUR6.7 million via the issuance of bonds convertible into shares.

A partnership agreement will be signed by the associates of Cogelec
Développement on the effective date of the transaction. The signature of this
agreement will result in the addition of RAISE Investissement to the
pre-existing structure formed by the executives, who will nevertheless remain
predominant within the new expanded structure.

The effective completion of the transaction is notably subject to confirmation
by the French financial market authority (Autorité des marchés financiers -
AMF) that there is no obligation structure.

(1) On an entirely diluted basis, the executives would hold 54.4% of the
capital and voting rights in Cogelec Développement.
(2) Based on the total number of Cogelec's exercisable voting rights at 31 May
2021.

A press release will then be published to announce to the market the effective
completion of the transaction, after the lifting of conditions precedent.

Roger Leclerc, Chairman and Chief Executive Officer of Cogelec, remarked: "We
are delighted to welcome RAISE Investissement to Cogelec Développement, which
will constitute the new holding company of Cogelec. The integration of this
leading financial partner, committed to supporting us over the long term, is an
excellent opportunity to accelerate our ambitious growth strategy in Europe.
Through this transaction, we will strengthen our governance structure and
benefit from the active support of a player widely recognised as a leader in
responsible and sustainable investment."

Mathieu Blanc, Co-Head of RAISE Investissement, said: "Thanks to the hard work
of Roger Leclerc and all the company's teams, Cogelec has seen remarkable
growth over the past few years. Since its launch in 2007, Intratone has become
the incontestable reference on the GSM intercom systems market in France,
making the Group a leader in its sector. We were impressed by the ambitious
development project proposed by the company's management, which focuses on
opening up new prospects both internationally and on new markets. We are
thrilled to be joining forces with Cogelec and to put our expertise to work to
help the company meet these challenges."

Contacts

Cogelec Véronique Pochet
Chief Financial Officer
+33 (0)2 72 67 00 91
investors@cogelec.fr

Actifin
Ghislaine Gasparetto
Financial Communication
+33 (0)6 21 10 49 24
ggasparetto@actifin.fr

Actifin Jennifer Jullia
Financial Press Relations
+33 (0)6 47 97 54 87
jjullia@actifin.fr

About COGELEC

COGELEC is the French leader in access control systems for building complexes.
In 2007, COGELEC created the first global wireless interphone with subscription
offer, under the Intratone brand.

COGELEC has already outfitted 1.3 million homes, out of a potential total of
15.4 million homes in France. COGELEC is an international group also offering
its solutions in Germany, the United Kingdom, the Netherlands, Belgium and
Luxembourg.
Based on an indirect distribution model, combined with very close-knit
relations with end clients (social landlords and building complex management
associations), COGELEC posted revenue of EUR40.4m in 2020.
COGELEC is listed on the Euronext Growth Paris, and is part of the Growth
AllShare, Tech Croissance and PEA-PME 150 indices.

For more information: www.cogelec.fr

About RAISE Investissement

RAISE Investissement is a capital investment company developed within the RAISE
Group, founded by Clara Gaymard and Gonzague de Blignières. With EUR410
million of committed capital, the fund supports high growth medium- sized
French companies that generate revenue of between EUR30 million and EUR500
million, by investing stakes of between EUR10 million and EUR50 million to help
them grow.

The RAISE Group is built around a financing model that combines profitability
and generosity as its investment teams (RAISE Investissement, RAISE REIM, RAISE
Ventures, RAISE Impact and RAISE LAB) donate 50% of their earnings from the
group profit-sharing scheme to RAISESHERPAS, an in-house endowment fund
dedicated to supporting start-ups. This initiative, pioneering in France,
creates a virtuous circle involving major corporations, institutional
investors, medium-sized companies and start-ups.

To find out more: www.raise.com

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COGELEC (EPA:COGEC) - Cogelec : Proposed changes in the capital structure of S.R.C, the Cogelec majority shareholder, integrating the arrival of RAISE Investissement as a minority financial partner.

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