COMPAGNIE DES ALPES (EPA:CDA) - CDA - Success of a Share capital increase with shareholder's preferential suscription rights

Transparency directive : regulatory news

28/06/2021 07:45

Press release

Not to be published, distributed or circulated directly or indirectly in the
                  United States, Canada, Australia or Japan.
This press release is an advertisement and not a prospectus within the
meaning
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
                                June 14, 2017.

  COMPAGNIE DES ALPES ANNOUNCES THE SUCCESS OF A SHARE CAPITAL INCREASE WITH
        SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS FOR AN AMOUNT OF
                               C. EUR231 MILLION

Paris, June 28, 2021 - Compagnie des Alpes (the "Company") announces today the
success of a capital increase with preferential subscription rights in an
amount of approximately EUR231 million (the "Capital Increase").

Dominique Thillaud, CEO of Compagnie des Alpes declared: "We would like to
warmly thank all of our shareholders who, like our reference shareholders,
actively contributed to the Capital Increase's success. We are also very happy
to welcome new investors to our capital on this occasion. It is a mark of
strong confidence in the strategic development axes that we presented on June
1st. While its activity is about to rebound with the reopening of its sites,
Compagnie des Alpes now has now room for maneuver to implement its strategy of
growth and attractiveness that creates value, is environmental-friendly and
actively contributes to the development of territories.".

REMINDER OF THE REASONS FOR THE CAPITAL INCREASE

While all its leisure parks reopened on June 9, 2021, Compagnie des Alpes is
willing to initiate a new phase of its development and anticipate the strong
rebound in activity which is expected following the end of the health crisis.

The Capital Increase aims at strengthening the Group's balance sheet while
contributing to financing its business plan including attractivity initiatives
aimed at boosting the sites' activity, by accelerating the ecological
transition (by enabling the implementation of the Group's "Triple Zero"
environmental ambition (i.e. a triple objective by 2030: Net Zero Carbon, "zero
unrecovered waste", and a positive impact on biodiversity)) and accompanying
the development of territories. These financings relate to the investment
envelope of EUR140 million for the financial year 2020/2021 and the envelope of
EUR200 million per year on average from the financial year 2021/2022. In
addition, the Company could finance new development projects currently under
review with high value creation potential and consider potential external
growth opportunities.

RESULTS OF THE CAPITAL INCREASE

The gross proceeds of the Capital Increase (including the issue premium) amount
to EUR230,896,439.40 and result in the issuance of 24,563,451 new shares (the
"New Shares") at a subscription price of EUR9.40 per New Share.

At the end of the subscription period ended June 23, 2021, total demand
amounted to approximately EUR268 million, representing a subscription rate of
116%:

* 23,982,745 New Shares have been subscribed on an irreducible basis and
  represent approximately 97.64% of the New Shares to be issued;

* Demand on a reducible basis involved 4,517,240 New Shares and will therefore
  only be partially allocated, in the amount of 580,706 New Shares allocated
  according to a coefficient of 0.233413135 calculated according to the number
  of rights submitted in support of irreducible subscriptions without
  resulting in an allocation of fractions of New Shares and without the
  allocation being greater than the number of New Shares requested on a
  reducible basis.

IMPACT OF THE CAPITAL INCREASE ON THE ALLOCATION OF THE SHARE CAPITAL

Following the Capital Increase and to the Company's knowledge, Compagnie des
Alpes' share capital will amount to EUR24,563,451 divided in 49,126,902 shares
and voting rights. It will break down as follows:

                                       Number       % of share  % of voting
Shareholders                           of shares    capital     rights

Caisse des Dépôts et
Consignations                         19,631,160   39.96%      39.98%

Crédit Agricole des
Savoie Capital                         3,363,970    6.85%       6.85%

Sofival                                2,821,612    5.74%       5.75%

Banque Populaire
Auvergne Rhône-Alpes                   2,408,946    4.90%       4.91%

Caisse d'Épargne
Rhône-Alpes                            1,446,972    2.95%       2.95%

Public and miscellaneous
including :                           18,354,242   37.36%      37.33%

* Treasury shares(1)                      24,028    0.05%       0.00%

Total                                 49,126,902  100.00%     100.00%

(1) Non-voting shares: % in theoretical capital and voting rights. All other %
above are in actual capital and voting rights.

INDICATIVE TIMETABLE FOR THE CAPITAL INCREASE

The issue, settlement and delivery of the New Shares and commencement of
trading on the regulated market of Euronext Paris are expected to take place on
June 30, 2021 (the "Closing Date"). The New Shares will immediately entitle
their holders to receive dividends declared by Compagnie des Alpes as from the
date of issuance. They will be immediately fungible with existing shares of the
Company and will be traded on the same trading line under the same ISIN code
FR0000053324.

The Capital Increase was conducted by a syndicate of banks including BNP
Paribas, Crédit Agricole Corporate and Investment Bank, Natixis and Société
Générale acting as Joint Global Coordinators, Lead Managers and Joint
Bookrunners and Berenberg and CIC acting as Joint Bookrunners. The Company was
also assisted by Compagnie Financière du Lion.

In the context of the Capital Increase, Allen & Overy LLP acted as legal
advisor to the Company. Jones Day advised the banking syndicate.

OPRG Financial acted as financial communication advisor to the Company.

LOCK-UP COMMITMENTS

Compagnie des Alpes has agreed to a lock-up period starting on the date of
approval by the French Autorité des marchés financiers ("AMF") of the
prospectus relating to the Capital Increase and ending 180 calendar days
following the Closing Date, subject to certain usual exceptions.

Caisse des dépôts et consignations, Sofival, Crédit Agricole des Savoie
Capital, Banque Populaire Auvergne Rhône Alpes and Caisse d'Epargne et de
Prévoyance de Rhône-Alpes have each agreed to a lock-up period starting on
the date of approval by the AMF of the prospectus relating to the Capital
Increase and ending 180 calendar days following the Closing Date, subject to
certain usual exceptions.

CONTRIBUTION IN KIND

On May 31, 2021, Compagnie des Alpes and Caisse des dépôts et consignations
entered into a memorandum of understanding with respect to the contemplated
contribution to the Company of approximately 24% of the share capital of
Société du Parc Futuroscope currently held by Caisse des dépôts et
consignations.

This contribution would be remunerated in new shares of the Company. It would
enable Compagnie des Alpes to increase its stake in one of the Group's
emblematic sites to approximately 80% of the share capital, compared to the
current 56%.

The contribution in kind is subject to conditions precedent (including among
others the obtention by Caisse des dépôts et consignations from the AMF of a
decision to waive the obligation for Caisse des dépôts et consignations to
file a public tender offer on the Company's shares and the approval by the
extraordinary general meeting of the Company's shareholders of the terms of the
transaction).

AVAILABILITY OF THE PROSPECTUS

The prospectus (the "Prospectus") was approved by the AMF under number 21-214
on June 8, 2021 and includes (i) the 2020 universal registration document
(document d'enregistrement universel) of Compagnie des Alpes filed with the AMF
on January 29, 2021 under number D.21-0027 (the "URD") , (ii) an amendment to
the URD filed with the AMF on June 8, 2021 (the "Amendment to the URD"), (iii)
the securities note (note d'opération) dated June 8, 2021 (the "Securities
Note") and (iv) the summary of the Prospectus (included in the Securities
Note).

The Prospectus is available on the websites of the AMF (www.amf-france.org) and
the Company (www.compagniedesalpes.com). Copies of the Prospectus are available
free of charge at the Company's registered office (50/52 boulevard Haussmann,
75009 Paris, France).

Potential investors are advised to read the prospectus before making an
investment decision in order to fully understand the potential risks and
rewards associated with the decision to invest in the securities. The approval
of the prospectus by the AMF should not be understood as an endorsement of the
securities offered or admitted to trading on a regulated market.

RISK FACTORS

Investors' attention is drawn to the risk factors relating to Compagnie des
Alpes included in chapter 2 Risk Factors of the Amendment to the URD and the
risk factors relating to the transaction and the securities included in chapter
2 Risk Factors of the Securities Note.

Since it was founded in 1989, Compagnie des Alpes (CDA) has established itself
as an uncontested leader in the leisure industry. Today, the Group operates 10
prestigious ski resorts and 13 renowned leisure parks, using an integrated
approach that combines operational excellence and quality to achieve the Very
High Satisfaction of its customers but also the local communities in which it
is present. Compagnie des Alpes also exports its expertise, offering consulting
and assistance services to projects in diverse regions around the world.
Compagnie des Alpes has, in addition, leveraged its expertise to adapt to
changing patterns of consumption: an active force in the renovation of mountain
lodging, it has also developed a network of real estate agencies, is developing
its own thematic hotels adjacent to its parks with nationwide appeal and, since
2018, is the number 1 tour operator specializing in the online sale of ski
holiday packages in France. Over the course of the financial year ended
September 30, 2020, the Group welcomed more than 16.5 million guests and
generated sales of EUR615.6 M.
With nearly 5,000 employees, Compagnie des Alpes works with its partners to
build projects that generate unique experiences, the opposite of a standardized
concept. Exceptional leisure activities for everyone.
  > Ski Areas operated by CDA: La Plagne, Les Arcs, Peisey-Vallandry, Tignes,
    Val d'Isère, Les Menuires, Méribel, Serre Chevalier, Flaine, Samoëns ?
    Morillon
  > Leisure Parks operated by CDA: In France: Parc Astérix, Futuroscope,
    Walibi Rhône-Alpes, Grévin Paris, France Miniature; in Belgium: Walibi
    Belgium, Aqualibi, Bellewaerde, Bellewaerde Aquapark; in the Netherlands:
    Walibi Holland; in Switzerland: Chaplin's World; in Austria: Familypark;
    in Canada: Grévin Montréal.

CONTACTS:

Compagnie des Alpes:

François-Xavier HOLDERITH
+33 1 46 84 88 97
francois-xavier.holderith@compagniedesalpes.fr

Sandra PICARD
+33.1 46 84 88 53
sandra.picard@compagniedesalpes.fr

Alexis d'ARGENT
+33 1 46 84 88 79
alexis.dargent@compagniedesalpes.fr

Corpus:

Xavier YVON
+33.6 88 29 72 37
xavier.yvon@corp-us.fr

Important Information

This press release does not constitute an offer to sell nor a solicitation of
an offer to buy, nor shall there be any sale of ordinary shares in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted
by local legislations. Persons into whose possession this document comes are
required to inform themselves about and to observe any such potential local
restrictions.

This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (as amended, the "Prospectus Regulation"). Potential investors are
advised to read the prospectus before making an investment decision in order to
fully understand the potential risks and rewards associated with the decision
to invest in the securities. The approval of the prospectus by the AMF should
not be understood as an endorsement of the securities offered or admitted to
trading on a regulated market.

With respect to the member states of the European Economic Area (other than
France) and the United Kingdom (each a "Relevant State"), no action has been
undertaken or will be undertaken to make an offer to the public of the
securities referred to herein requiring a publication of a prospectus in any
Relevant State. As a result, the securities may and will be offered in any
Relevant State only (i) to qualified investors within the meaning of the
Prospectus Regulation, for any investor in a Member State of the European
Economic Area, or Regulation (EU) 2017/1129 as part of national law under the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), for any
investor in the United Kingdom, (ii) to fewer than 150 individuals or legal
entities (other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in
accordance with the exemptions set forth in Article 1 (4) of the Prospectus
Regulation or under any other circumstances which do not require the
publication by Compagnie des Alpes of a prospectus pursuant to Article 3 of the
Prospectus Regulation and/or to applicable regulations of that Relevant State.

The distribution of this press release has not been made, and has not been
approved, by an "authorised person" within the meaning of Article 21(1) of the
Financial Services and Markets Act 2000. As a consequence, this press release
is only being distributed to, and is only directed at, persons in the United
Kingdom that (i) are "investment professionals" falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.") of the
Order, or (iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Article 21 of the Financial Services
and Markets Act 2000) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). Any investment or
investment activity to which this document relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Any person
who is not a Relevant Person should not act or rely on this document or any of
its contents.

This press release may not be published, distributed or transmitted in the
United States (including its territories and dependencies).

This press release does not constitute or form part of any offer of securities
for sale or any solicitation to purchase or to subscribe for securities or any
solicitation of sale of securities in the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or the law of any
State or other jurisdiction of the United States, and may not be offered or
sold in the United States absent registration under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Compagnie des Alpes does not
intend to register all or any portion of the securities in the United States
under the Securities Act or to conduct a public offering of the securities in
the United States.

This announcement may not be published, forwarded or distributed, directly or
indirectly, in the United States, Canada, Australia or Japan.

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COMPAGNIE DES ALPES (EPA:CDA) - CDA - Success of a Share capital increase with shareholder's preferential suscription rights

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