FOCUS HOME INTERACTIVE (EPA:ALFOC) Focus Home Interactive completes highly successful capital increase via private placement.
Transparency directive : regulatory news
06/12/2017 08:00
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Press release
Paris, 6 December 2017
FOCUS HOME INTERACTIVE
Focus Home Interactive completes highly successful capital increase via private
placement
FOCUS HOME INTERACTIVE (FR0012419307 ALFOC) (the "Company"), has announced the
completion of a highly successful capital increase through private placement
with qualified investors, performed via an accelerated book building.
After full exercise of the Extension Clause, the Company has placed 460,000 new
shares each with a nominal value of EUR1.20, with a unit price of EUR 29,
including additional paid-in capital. The total amount raised is approximately
EUR13.3 million, or 9.7% of the share capital prior to the capital increase, in
accordance with the provisions of Article L. 225-136 of the French Commercial
Code.
For reference, the stake of a shareholder owning 1% of the Company's share
capital prior to the issue will stand at 0.91%.
The funds raised will be used to allow the Company to strengthen the visibility
of its catalogue by developing new partnerships with leading European and
international studios in order to work on even more ambitious projects. New
high-potential games in development and scheduled for release as early as 2019
will also benefit from the funds raised, thereby enhancing the brand
recognition and appeal of the Company.
Following the success of this transaction, Cédric Lagarrigue, Chairman of the
Management Board, said: "I am very pleased to welcome new shareholders, nearly
half of which are international, to the Company's share capital. With the brand
recognition we have gained, our international exposure and the model we offer,
we have the chance to seize opportunities that may change the Group's profile,
to embark on an even more thrilling adventure and to write a new chapter in
FOCUS' history."
The transaction was carried out by the Chairman of the Management Board under
the terms of the decision of the Management Board held on 29 November 2017, and
in accordance with the conditions approved by the Supervisory Board on 27
November 2017, using the powers delegated to it by the 11th resolution of the
Combined Ordinary and Extraordinary Shareholders' Meeting of 29 June 2017. The
price reflected a discount of 3.7% compared to the weighted average price of
the Company's share on the Euronext Growth market in Paris in the last five
trading sessions prior to setting the issue price.
The capital increase was executed through the issue of 460,000 new ordinary
shares, without preferential subscription rights, to qualified investors in
accordance with Article L. 411-2 II of the French Monetary and Financial Code.
The new shares will bear current dividend rights and will be admitted for
trading on the Euronext Growth market in Paris, under the same listing as the
Company's outstanding shares (ISIN code FR0012419307 ALFOC). The Company's
share capital will be composed of 5,223,702 shares following the settlement-
delivery, which is scheduled for 8 December 2017.
Post-capital increase, the breakdown of the Company's share capital has changed
as follows:
Pre Post
transaction # % Transaction # %
Nabuboto 1 863 488 39.12% 1 863 488 35.67%
Innelec 160 228 3.36% 160 228 3.07%
Managers, employees
and others 466 358 9.79% 466 358 8.93%
Free Float 2 273 628 47.73% 2 733 628 52.33%
Total 4 763 702 100% 5 223 702 100%
This Private Placement was conducted by Midcap Partners, which acted as Lead
Arranger and Bookrunner.
In accordance with the provisions of Article 211-3 of the General Regulation of
the Autorité des Marchés Financiers (French Financial Market Authority), the
Company's offer of shares in the context of this private placement did not give
rise to an obligation to issue a prospectus approved by the Autorité des
Marchés Financiers. Detailed information about the Company, particularly as
regards to its business, results and related risk factors, is described in the
annual financial report for the fiscal year ended 31 December 2016. This
document is available, together with other regulated information and all of the
Company's press releases, on its website (www.focus-home.com).
In addition, the Company has announced that a change to the closing date of its
fiscal year from 31 December to 31 March was approved during the Extraordinary
Shareholders' Meeting held on 29 November 2017. Consequently, the current
fiscal year, which began on 1 January 2017, will have an exceptional duration
of 15 months and will end on 31 March 2018. This decision will allow the
Company:
* to align its fiscal year with the seasonality of its business,
* to ensure an improved comparability of its performance with that of other
players in the sector,
* to focus on its sales performance during the key period of the festive
season.
The Group will provide financial statements for the 15-month fiscal year as
well as additional information for the 12-month period from 1st April 2017 to
31 March 2018.
Disclaimer
Securities 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. The Company's securities covered by this press release have not
been and will not be registered under the U.S. Securities Act, and the Company
does not intend to issue a public offering of the securities which are the
subject of this press release in the United States.
This press release is for information purposes only. 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.
In accordance with Article 211-3 of the General Regulation of the Autorité des
Marchés Financiers, it is recalled that:
- the offer does not require a prospectus to be submitted for approval to the
Autorité des Marchés Financiers;
- persons or entities referred to in Point 2°, Section II of Article L.
411-2 of the French Monetary and Financial Code may take part in the offer
solely for their own account, as provided for in Articles D. 411-1, D.
411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and
Financial Code;
- the financial instruments thus acquired cannot be distributed directly or
indirectly to the public otherwise than in accordance with Articles
L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French
Monetary and Financial Code.
The communication of this press release in certain countries may constitute a
violation of local laws and regulations. The information contained in this
press release does not constitute an offer of securities in France, the United
States, Canada, Australia, Japan, or in any other country. This document may
not be published, transmitted or distributed either directly or indirectly in
the United States, Canada, Australia or Japan. This document does not
constitute an offer to sell shares of FOCUS HOME INTERACTIVE in the United
States.
About Focus Home Interactive
FOCUS HOME INTERACTIVE is France's third-largest publisher of video games. Its
mission is to support development studios in overseeing the production,
marketing, sales and financing of their projects. The publisher of successful
original titles such as Blood Bowl, Tour de France, Wargame and Farming
Simulator, the Group generated revenue of EUR75.6 million in 2016, an increase
of 9.3%. FOCUS HOME INTERACTIVE generates more than 85% of its sales
internationally.
Upcoming events
2017 revenue
30 January 2018
Fifth quarter of fiscal year 2017
26 April 2018
Annual results for fiscal year 2017-2018
05 July 2018
All financial information pertaining to FOCUS HOME INTERACTIVE can be found on
www.focus-home.com
Financial communications contacts
FOCUS HOME INTERACTIVE
Deborah Bellangé
Tel: + 33 (0) 1 55 26 85 00
email: dirgen@focus-home.com
Investor Relations - Actifin
Benjamin Lehari
Tel.: + 33 (0) 1 56 88 11 25
email: blehari@actifin.fr
Press Relations - Actifin
Jennifer Jullia
email: jjullia@actifin.fr