Touax launches an offering of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) with a priority subscription period, for an amount of EUR 20 million
(Thomson Reuters ONE) -
PRESS RELEASE
Paris, 2 July 2015
TOUAX
YOUR OPERATIONAL LEASING SOLUTION
Touax launches an offering of net share settled bonds convertible into new
shares and/or exchangeable for existing shares (ORNANE) due 2020, with a
priority subscription period, for an initial amount of approximately EUR 20
million, which may be increased up to a maximum amount of approximately EUR 23
million, in case of full exercise of the increase option
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THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
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Touax SCA (the « Company » or « Touax ») is launching today an offering of net
share settled bonds convertible into new shares and/or exchangeable for existing
shares (ORNANE) due 10 July 2020 (the « Bonds ») for an initial nominal amount
of approximately EUR 20 million. Such amount may be increased up to a maximum
nominal amount of approximately EUR 23 million in case of full exercise of the
15% increase option by the Issuer in agreement with the Global Coordinators and
Joint Lead Managers.
The issue of the Bonds aims at lengthening the average debt maturity of the
group. The net proceeds from the issue will be applied up to EUR 10 million to
the partial refinancing of the revolving credit facility borne by the Company
and the bilateral loan granted by Bank of China, the remainder being applied to
the progressive amortization of the short-term portion of other operating debts
of the group, mainly such as leasing contracts (the latter representing
approximately EUR 20.3 million as of 30 April 2015).
These two financings will mature respectively on 14 April 2016 and 31 July 2015
and are currently being renegotiated with the respective lenders in the context
of a new unique credit facility. The Company has already obtained tentative
agreements from most of the respective lenders for the refinancing of these
facilities, subject to certain conditions.
The shareholders of the Company registered in book-entry form on 1 July 2015
will benefit from a 3 trading day priority subscription period (délai de
priorité) to subscribe by irrevocable entitlement (à titre irréductible) from 2
July 2015 to 6 July 2015 (5.00pm, Paris time) inclusive (subject to applicable
selling restrictions). Such shareholder subscription order will be limited up to
a maximum amount corresponding to each shareholder's stake in the Company's
share capital applied to the maximum issue size, i.e. to approximately EUR 23
million. In case the increase option is not or partially exercised, priority
subscriptions from shareholders will be reduced on a prorata basis. There will
be no additional subscription entitlements subject to reduction (souscriptions à
titre réductible).
The nominal value per Bond will represent an issue premium comprised between
25% and 30% over the Company's reference share price on the regulated market of
Euronext in Paris (« Euronext Paris »).
The Bonds will bear interest at an annual nominal rate of 6% payable semi-
annually in arrear on 10 January and 10 July of each year (or if such date is
not a business day, the following business day), and for the first time on 10
January 2016.
The Bonds will be issued at par on 10 July 2015, being the expected settlement
and delivery date of the Bonds, and will be redeemed at par on 10 July 2020 (or
if such date is not a business day, the following business day).
Bondholders will be entitled to a conversion right which may be exercised at any
time from 10 July 2015 until the eighteenth trading day (excluded) preceding the
maturity date expected on 10 July 2020.
Upon exercise of their conversion right, bondholders will receive, at the option
of the Company, an amount in cash and, as the case may be, new and/or existing
Touax shares. The Company also retains full flexibility to deliver new and/or
existing Touax shares only.
The number of shares to be delivered to bondholders, as the case may be, will in
particular depend on the conversion ratio. Initially set at one share per Bond,
this conversion ratio will be adjusted in certain usual cases for this type of
financial instrument. In particular, the conversion ratio will be adjusted if
the Company distributes dividends between the issue date and the maturity date.
Bondholders may request at their discretion the early redemption of the Bonds on
1 August 2019, at par plus accrued interest since the last interest payment
date.
The Bonds will be offered by way of a private placement (in the meaning of
article L.422-2-II of the French Code monétaire et financier) in France and
outside France (excluding the United States, Canada, Australia and Japan) and by
way of a public offering in France from 2 July 2015 to 6 July 2015 (5:00pm,
Paris time).
The final terms of the Bonds are expected to be determined on 7 July 2015.
An application for the admission to trading of the Bonds on Euronext Paris will
be made. The admission to trading of the Bonds is expected to take place on 10
July 2015.
In the context of the offering, the Company will agree to a lock-up undertaking
ending 90 calendar days after the settlement and delivery date of the Bonds,
subject to certain usual exceptions.
This offering is led by Crédit Agricole Corporate and Investment Bank and
Société Générale Corporate & Investment Banking acting as Global Coordinators,
Joint Lead Managers and Joint Bookrunners and Octo Finances acting as Global
Coordinator, Joint Lead Manager and Co-Bookrunner.
Availability of the prospectus
A French prospectus comprising (i) the Company's registration document filed
with the Autorité des marchés financiers (the « AMF ») on 23 March 2015 under n°
D.15-087 and (ii) a securities note (including a summary of the prospectus)
which received visa n° 15-331 on 1 July 2015 (the « Prospectus »), is freely
available at the registered office of Touax, Tour Franklin - 100-101 Terrasse
Boieldieu - 92042 La Défense cedex, France, on Touax's website (www.touax.com)
and on the AMF's website (www.amf-france.org).
The attention of investors is drawn to (i) the risk factors mentioned on pages
21 to 36 of Touax's registration document and in section 2 of the securities
note and to (ii) the section 3 of the securities note.
TOUAX Group leases out tangible assets (shipping-containers, modular buildings,
freight railcars and river barges) on a daily basis to more than 5,000 customers
throughout the world, for its own account and on behalf of third party
investors. With more than ?1.7 billion under management, TOUAX is one of the
European leaders in the operational leasing of this type of equipment.
TOUAX is listed in Paris on NYSE EURONEXT - Euronext Paris Compartment C (Code
ISIN FR0000033003) and on the CAC® Small and CAC® Mid & Small indexes and in
EnterNext PEA-PME.
For more information: www.touax.com
Contacts:
TOUAX
Fabrice & Raphaël Walewski
Managing partners
touax(at)touax.com
Tel: +33 (0)1 46 96 18 00
ACTIFIN
Ghislaine GASPARETTO
ggasparetto(at)actifin.fr
Tel: +33 (0)1 55 88 11 11
Summary of the prospectus
+------------------------------------------------------------------------------+
| Section A - Introduction and warnings |
+----+-----------------------------------------+-------------------------------+
|A.1 |Introduction and notice |This summary should be read as|
| | |an introduction to the|
| | |Prospectus. |
| | | |
| | |Any decision to invest in the|
| | |financial instruments offered|
| | |in the transaction described|
| | |herein should be based on a|
| | |thorough review of the|
| | |Prospectus. |
| | | |
| | |Where a claim relating to the|
| | |information contained in the|
| | |Prospectus is brought before a|
| | |court, the plaintiff investor|
| | |may, under the national|
| | |legislation of the Member|
| | |States or parties to the|
| | |European Economic Area|
| | |Agreement have to bear the|
| | |costs of translating the|
| | |Prospectus before the legal|
| | |proceedings are initiated. |
| | | |
| | |Civil liability attaches only|
| | |to those persons who have|
| | |prepared the summary including|
| | |any translation thereof, but|
| | |only if the summary is|
| | |misleading, inaccurate or|
| | |inconsistent when read together|
| | |with the other parts of the|
| | |Prospectus or it does not|
| | |provide, when read together|
| | |with the other parts of the|
| | |Prospectus, key information|
| | |needed by investors when to|
| | |make a decision whether or not|
| | |to invest in the securities. |
+----+-----------------------------------------+-------------------------------+
|A.2 |Consent by the Issuer to the use of |Not Applicable. |
| |Prospectus | |
+----+-----------------------------------------+-------------------------------+
| Section B - Issuer |
+----+-----------------------------------------+-------------------------------+
|B.1 |Legal and commercial name |TOUAX SCA ("TOUAX SCA" or the|
| | |"Company") |
+----+-----------------------------------------+-------------------------------+
|B.2 |Registered office/Legal |Registered office: Tour |
| |form/Legislation/Country of incorporation|Franklin - 23(ème) étage - |
| | |100-101 Terrasse Boieldieu - |
| | |92042 La Défense cedex |
| | | |
| | |Legal form: French law limited |
| | |stock partnership (société en |
| | |commandite par actions). |
| | | |
| | |Applicable legislation: French |
| | |law. |
| | | |
| | |Country of incorporation:|
| | |France. |
+----+-----------------------------------------+-------------------------------+
|B.3 |Key factors of the Issuer's operations |The TOUAX Group (as defined|
| |and its principal activities |below) is a global service|
| | |supplier in operational|
| | |leasing, selling and management|
| | |of standardised mobile|
| | |equipment (shipping container|
| | |equipment, modular buildings,|
| | |freight railcars and river|
| | |barges. The Group manages its|
| | |own equipment as well as|
| | |equipment for third-party|
| | |investors).The Group's shipping|
| | |container business includes|
| | |leasing and hire-purchase,|
| | |third-party asset management,|
| | |and the sale of new and used|
| | |containers. The Group's modular|
| | |building business manufactures|
| | |modular buildings, leases or|
| | |sells them and provides a|
| | |certain number of services for|
| | |customers, including assembly|
| | |and facility management in|
| | |particular. The Group's river|
| | |barge business includes leasing|
| | |and hire-purchase, and the sale|
| | |of new and used barges. The|
| | |Group's freight railcar|
| | |business includes leasing and|
| | |hire-purchase, third-party|
| | |asset management, and the sale|
| | |of new and used railcars. |
+----+-----------------------------------------+-------------------------------+
|B.4a|Recent trends affecting the Issuer and |Recent events : |
| |its industry | |
| | | * Revenue for Q1 2015 at |
| | | ?68.2 million |
| | | |
| | |The consolidated revenue for |
| | |the 1(st) quarter of 2015 |
| | |amounted to ?68.2 million |
| | |compared with ?72.8 million in |
| | |the 1(st) quarter of 2014, down|
| | |by 6.2%. With exchange rates |
| | |and scope remaining constant, |
| | |revenue decreased by 14.9% |
| | |mainly due to the variation of |
| | |the US dollar. |
| | | |
| | | * Increase in leasing revenue|
| | | of 13.6% |
| | | |
| | |Leasing revenue for the 1(st) |
| | |quarter of 2015 amounted to |
| | |?55.4 million, up by 13.6% |
| | |(+3.2% with constant exchange |
| | |rates), marked by a rise in the|
| | |value of the dollar in the |
| | |Shipping Containers business |
| | |and a recovery of the Modular |
| | |Buildings business. |
| | | |
| | | * Recovery of the Modular |
| | | Building business |
| | | |
| | |Revenue in the Modular|
| | |Buildings division for the|
| | |1(st) quarter of 2015 increased|
| | |by 6.6% to ?24.4 million|
| | |compared to the 1(st) quarter|
| | |of 2014 (+5% with a constant|
| | |exchange rate). The increase in|
| | |leasing revenue by 11.7% to|
| | |?17.5 million results from a|
| | |recovery in the activity of all|
| | |countries except France, with|
| | |marked growths in Poland,|
| | |Germany, Benelux and the United|
| | |States. Sales are also rising|
| | |in most countries, particularly|
| | |Poland, Germany, Czech Republic|
| | |and Morocco but were down in|
| | |France due to the strategy to|
| | |focus on the leasing activity.|
| | |The recovery of the leasing|
| | |business generates re-leasing|
| | |costs that will continue to|
| | |weigh on the EBITDA of the|
| | |division in 2015. |
+----+-----------------------------------------+-------------------------------+
B.5
Description of the Group
The Issuer is the holding company of the TOUAX Group (the "Group" or the "TOUAX
Group" consists of the Issuer and its consolidated subsidiaries).
The Issuer is the holding company of the Group:
untrentage held by parent
Company purpose
Touax Corporate France
100%
Service Company
Bitmap
|
TOUAX UK Ltd
United Kingdom
100%
Service Company
|
TOUAX Container Services SAS
France
100%
Service Company
TOUAX Container Leasing Pte Ltd
Singapore
100%
Leasing of shipping containers
Gold Container Investment Ltd
Hong Kong
100%
Sale of shipping containers
Touax Corp.
USA
100%
Leasing and sale of shipping containers
Gold Container Corp.
USA
100%
Leasing and sale of shipping containers
|
TOUAX Solutions Modulaires SAS
France
100%
Leasing and sale of modular constructions
TOUAX Espana SA
Spain
100%
Leasing and sale of modular buildings
TOUAX SRO
Czech republic
100%
Modular Buldings assembly company
TOUAX SK Sro
Slovakia
100%
Leasing and sale of modular buildings
|
TOUAX BV
Netherlands
100%
Leasing and sale of modular buildings
TOUAX NV
Belgium
100%
Leasing and sale of modular buildings
SIKO Containerhandel GmbH
Germany
100%
Leasing and sale of modular buildings
TOUAX Sp.zo.o
Poland
100%
Leasing and sale of modular buildings
TOUAX Modular Building USA, Llc
USA
100%
Leasing and sale of modular buildings
TOUAX do Brazil
Brazil
100%
Sale of modular buildings
TOUAX Panama SA
Panama
100%
Sale of modular buildings
SACMI SARL
Marocco
51%
Sale of modular buildings
RAMCO SARL
Marocco
51%
Leasing of modular buildings
|
TOUAX Rail Ltd
Ireland
100%
Leasing and sale of railcars
TOUAX Rail Romania SA
Roumanie
57,5%
Leasing and sale of railcars
CFCL TOUAX Llc
USA
51%
Leasing and sale of railcars
|
TOUAX River Barges SAS
France
100%
Leasing and sale of river barges
TOUAX Leasing Corp.
USA
100%
Leasing and sale of river barges
TOUAX Hydrovia Corp.
Panama
100%
Leasing and sale of river barges
TOUAX Rom SA
Romania
100%
Leasing and sale of river barges
Eurobulk Transport Maatschappij BV
Netherlands
100%
Leasing/ chartering of river barges
CS de Jonge BV
Netherlands
100%
Leasing/ chartering of river barges
B.6
Main shareholders
As at 9 June 2015, to the knowledge of the Company, the shareholding of the
Company was as follows:
of which
Number of % of share Number of % of number of
Shareholders shares capital voting voting double
rights rights voting
rights
Alexandre 551,822 9.38% 551,829 7.45% 14
WALEWSKI
Société Holding
de Gestion et de 631,660 10.74% 1,096,455 14.81% 929,590
Location
Société Holding
de Gestion et de 645,966 10.98% 1,125,767 15.20% 959,602
Participation
-------------------------------------------------------------------------------
Majority group 1,829,448 31.09% 2,774,051 37.46% 1,889,206
Total
-------------------------------------------------------------------------------
SOFINA* 1,316,250 22.37% 1,871,588 25.28% 1,110,676
Public -
registered 123,412 2.10% 144,204 1.95% 41,584
securities
Public - bearer 2,614,663 44.44% 2,614,663 35.31%
securities
-------------------------------------------------------------------------------
TOTAL 5,883,773 100.00% 7,404,506 100.00% 3,041,466
-------------------------------------------------------------------------------
* to the
knowledge of
TOUAX
B. 7
Selected financial information
The following tables are excerpts from the consolidated financial statements of
the TOUAX Group for the financial years respectively ended on December
31, 2012, 2013 and 2014 in accordance with International Financial Reporting
Standards (IFRS), as adopted by the European Union:
Key figures of the consolidated income statement as at December 31, 2012,
December 31, 2013 and December 31, 2014:
+------------------------------------------------------------------------------
|(? thousands) 2014 2013 2012
+------------------------------------------------------------------------------
Leasing revenue 206 189 206 104 219 034
Sales of equipment 172 502 143 158 138 952
--------------------------------------------
Revenue 378 691 349 262 357 986
EBITDAR (EBITDA before 94 948 102 487 118 266
distribution to investors) (1)
EBITDA (EBITDA after distribution 40 002 50 861 61 777
to investors) (1)
Current operating income 4 123 7 349 29 042
Consolidated net profit/(loss), (12 896) (15 303) 9 146
Group's share
Net earnings per share (?) -2,19 -2,63 1,60
-------------------------------------------------------------------------------
(1) The EBITDA represents the operating income restated to include
depreciation and provisions for fixed assets
Key figures of the consolidated balance sheet as at December 31, 2012, December
31, 2013 and December 31, 2014:
+------------------------------------------------------------------------------
|(? thousands) 2014 2013 2012
+------------------------------------------------------------------------------
Total assets 724 560 744 568 776 135
Gross tangible assets (1) 683 882 681 675 649 708
ROI (2) 5,85% 7,46% 9,51%
Total non-current assets 542 007 562 836 563 769
Shareholders' equity - Group's share 162 646 156 856 148 978
Consolidated shareholder's equity 184 555 184 405 173 013
Minority interests 21 909 27 549 24 035
Gross debt 439 106 453 589 491 783
Net debt (3) 358 020 399 565 432 639
Dividend paid per share (?) 0,5 0,5 1
-------------------------------------------------------------------------------
(1) The gross tangible assets do not include the value of
capital gains on internal disposals.
(2) Return on Investment: represents the EBITDA
divided by the gross tangible assets.
(3) The net debt is the gross debt after deducting
cash assets
Except as indicated in Element B.4.a, there has been no significant change in
the financial or commercial condition of the Company and there has been no
material adverse change in the prospects of the Company since December 31, 2014.
B.8
Pro forma information
Not applicable. The Company has not prepared pro forma information.
B.9
Profit forecasts
Not applicable. The Company has not communicated any profit forecasts.
B.10
Qualifications in the audit reports on the historical financial information
Not applicable. The audit reports on consolidated and statutory accounts
relating to financial years ended 31 December 2012, 2013, and 2014 do not
contain any qualifications.
B.11
Consolidated working capital statement
At the date of this Securities Note, the Group believes its net consolidated
working capital is not sufficient to face its current obligations during the
following twelve months due to existing financings maturing during this period.
Two significant existing financings, the Bank of China Credit Facility of a ?10
million principal amount and the Revolving Credit Facility of a ?67.5 million
principal amount, will mature during the twelve month period as of the date of
the Securities Note, respectively on July 31, 2015 and April 14, 2016.
Discussions are ongoing with all relevant banking institutions in order to renew
these financings in the context of a new unique credit facility for an amount of
approximately ?67.5 million, it being specified that approximately ?10 million
of the net proceeds resulting from the issue of the Bonds subject of this
Securities Note will be allocated to the partial refinancing of the existing
financings and that Bank of China would be part of the new unique credit
facility. At the date of this Securities Notes, the Company has obtained from
most of the relevant banking institutions tentative agreements corresponding to
more tha 93% of the total amount of this new credit facility. Those tentative
agreements are subject to certain conditions (including the issue of the Bonds
subject of this Securities Note in respect of a minimum principal amount of ?20
million, the approval of the credit committees of all the relevant banking
institutions and the finalization of a complete and satisfactory documentation).
If the relevant banking institutions give a definitive agreement, this
refinancing may occur during the summer of 2015 (please also refer to Section
4.4.1 ("Liquidity risk") of the Reference Document and notes 18.2.3 and 26 of
the notes to the consolidated financial statements in respect of the fiscal year
ended December 31, 2014).
Following the issue of the Bonds subject of this Securities Note and the renewal
of the credit line as mentioned above, the Group believes its net consolidated
working capital will be sufficient regarding its obligations during this period.
"Bank of China Credit Facility" refers to the revolving credit facility
entitled "Revolving and term loan agreement" of up to ?10 million, entered into
on January 31, 2013, between, among others, the Company and Touax Container
Services, as borrower, and Bank of China Ltd., as lender.
"Revolving Credit Facility" refers to the agreement entitled "Revolving Credit
Facility", of up to ?67.5 million, entered into on April 14, 2011, between among
others, the Company, as borrower, and Société Générale, as agent, and Société
Générale, Crédit Lyonnais, BRED - Banque Populaire, BanqueEuropéenne du Crédit
Mutuel, Crédit du Nord, BNP Paribas, KBC Bank, Succursale Française, and Crédit
Industriel et Commercial as original lenders and maturing on April 14, 2016.
B.12
Credit rating
The issue will not be rated. The Company is not rated.
Section C - Securities
C.1
Description of the type and class of the securities and identification number of
securities
Net share settled bonds convertible into new shares and/or exchangeable for
existing shares (ORNANE) (the "Bonds").
A request for admission of the Bonds to trading on Euronext Paris, under ISIN
code FR0012833077 will be made.
C.2
Currency
Euro
C.3
Number of Bonds issued and Par value
The number of Bonds to be issued shall equal the issue amount divided by the
nominal par value of the Bonds.
The nominal par value per Bond is expected to be set at an issue premium between
25% and 30% over the volume-weighted average price of the Company's share on
Euronext Paris on the whole trading day on July 7, 2015.
C.5
Restrictions on free transferability of the Bonds
Not applicable: the Bonds are freely transferable
C.7
Dividend policy
The Company has a policy of regular distribution of an annual dividend. The
dividend varies according to the results. It has no set distribution rule such
as a fixed percentage of net income or the share price.
On January 2, 2015, the Company paid an interim dividend of ?0.50 per share. The
managing partners won't ask the general meeting of the shareholders of June
11, 2015 to approve an additional dividend.
Dividend's distributed for the past three years are provided in the following
table:
+------+-----------------------------+-------------------------------+
| | Amount per share (in euros) | Amount distributed (in euros) |
+------+-----------------------------+-------------------------------+
| 2012 | 1.00 | 5,713,504 |
+------+-----------------------------+-------------------------------+
| 2013 | 0.50 | 2,867,517 |
+------+-----------------------------+-------------------------------+
| 2014 | 0.50 | 2,938,888 |
+------+-----------------------------+-------------------------------+
C.8
Rights attached to the Bonds
Rank of the Bonds
The Bonds and the interest thereon constitute direct, general, unconditional,
unsubordinated and, subject to the following paragraph ("Negative Pledge")
unsecured debt securities of the Company, and rank pari passu without any
preference amongst themselves (subject to mandatory exceptions imposed by French
law) with all other unsubordinated and unsecured debt securities, present or
future, of the Company.
Negative pledge
As long as any of the Bonds remain outstanding, the Company will not, and will
ensure that none of its Material Subsidiaries will, grant or permit to subsist,
any mortgage (hypothèque), pledge (nantissement), lien (gage) or other security
interest on all or part of their respective assets or income, present or future,
for the benefit of holders of other bonds or other negociable financial
instruments representing debt instruments issued or guaranteed by the Company or
any of its Material Subsidiaries without granting the same securities and status
to the Bondholders.
Such commitment is given only with respect to the issuances of bonds or other
negociable financial instruments representing debt instruments issued or
guaranteed by the Company and does not in any way affect the right of the
Company or any of its Material Subsidiaries to dispose of their respective
assets or to grant any security in respect of such assets in any other
circumstances.
"EBITDA" refers to the current operating income (operating result after
distribution to investors) restated to include depreciation and provisions for
fixed assets, being calculated on the consolidated financial statements of the
Company.
"Subsidiary" refers to a company controlled, directly or indirectly, as provided
for in article L. 233-1 of the French Code de commerce.
"Material Subsidiaries" means, at any time, any Subsidiary of the Company (i)
whose turnover is equal or higher than 10% of the annual consolidated turnover
of the Group; and/or (ii) whose annual EBITDA is equal or higher than 10% of the
annual consolidated EBITDA of the Group, it being understood that, if the annual
cumulated turnover of such Subsidiaries is below 80% of the annual consolidated
turnover of the Group or if the annual cumulated EBITDA of such Subsidiaries is
below 80% of the annual consolidated EBITDA of the Group, the Company shall
designate other Subsidiaries as Material Subsidiaries so that the cumulated
annual turnover of each Material Subsidiary will be equal or higher than 80% of
the annual consolidated turnover of the Group and the annual cumulated EBITDA of
each Material Subsidiary will be equal or higher than 80% of the annual
consolidated EBITDA of the Group.
C.9
Rights attached to Bonds
Nominal rate - interest
Annual nominal rate of 6.0%, payable semi-annually in arrears on July 10 and
January 10 of each year (each being, an "Interest Payment Date"). It being
specified that if the Interest Payment Date is not a business day, the Interest
will be paid on the first following business day.
Issue Date and Settlement Date of the Bonds
July 10, 2015 (the "Issue Date")
Term
5 years.
Maturity Date
July 10, 2020 (the "Maturity Date").
Redemption at maturity
In full, on July 10, 2020 (or on the following business day if such date is not
a business day) by redemption at par.
Early redemption at the Company's option
* at any time, from August 9, 2018 until the maturity date of the Bonds, for
all, but not part, of the outstanding Bonds, subject at least to fourty-five
(45) calendar days' prior notice, by redemption at par plus accrued
interest, if the arithmetic mean, calculated over a period of twenty (20)
consecutive trading days during the forty (40) trading days that precede the
publication of the early redemption notice, of the products of the volume-
weighted average price of the Company's shares on Euronext Paris on each
date and the Conversion Ratio (1 share per Bond subject to adjustment) (as
defined hereafter) in effect at the same date exceeds 130% of the par value
of the Bonds;
* at any time, for all, but not some only, of the outstanding Bonds, subject
to at least fourty-five (45) calendar days' prior notice, by redemption at
par plus accrued interest, if less than 15% of the Bonds originally issued
remain outstanding;
* at any time, for all or part of the Bonds without limitation as to price or
quantity, by repurchases either on the market or in over-the-counter
transactions or by means of public tender or exchange offers.
Early redemption of the Bonds
Possible, at par plus accrued interest and subject, where appropriate, that the
early redemption event has not been remedied or waived:
a. in the event of default of payment of any amount, in principal or interest,
due by the Company in respect of any Bond, lasting more than fifteen (15)
calendar days from the due date for payment;
b. if the Company breaches any of the other provisions relating to the Bonds
and does not correct such breach within thirty (30) calendar days from the
date the Company receives written notice of such breach from the
Representative of the Masse ;
c. (i) in the event of a payment default in respect of any loan debt, present
or future, of the Company or any of its Material Subsidiaries, other than
the Bonds, exceeding, individually or collectively, an amount higher than ?5
million (or its equivalent in any other currency) when it is due and
payable, when applicable, at the expiry of any applicable grace period, (ii)
in the event of enforcement higher than ?5 million of a security on such
loan debt, (iii) in the event of payement default of any amount due in
respect of a security granted by the Company or any of its Subsidiaries for
such third-party loan debt or (iv) in the event of early redemption due to
the violation of contractual obligations in respect of any loan debt,
present or future, of the Company or any of its Material Subsidiaries,
exceeding, individually or cumulatively, an amount higher than ?5 million
(or its equivalent in any other currency) when applicable, at the expiry of
any applicable grace period;
d. in the event that the Company or any of its Material Subsidiaries enters
into a volountary agreement with its creditors, is subject to a bankruptcy
proceeding or is being wound up voluntarily, to the extent permitted by law,
is subject to any other similar procedure, or a judgment is delivered for
the full divestiture of the business of the Company or of any of its
Material Subsidiaries;
e. if the Company or any of its Subsidiaries is liquidated, dissolved, merged,
split or absorbed before the full repayment of the Bonds, except in the
event of a liquidation, dissolution, merger, de-merger orabsorption
following which (i), with regard to the Company, all the undertakings of the
Company under the Bonds are transferred to the surviving entity or (ii) with
regard to any of its Material Subsidiaries, the surviving entity remains
controlled (under article L. 233-3 of the French Code de commerce), directly
or indirectly, by the Company ; or
f. in the event of delisting of the shares from Euronext Paris or from a
regulated market under the Directive 2004/39/EC of April 21, 2004 with
regard to the financial instruments markets, within the European Economic
Area or any other similar market.
Early redemption at the Bondholders' option
Each holder of a Bond (a "Bondholder") might request the early repayment of its
Bonds at par plus accrued interest :
* In the event of a Change of Control (as defined below);
* On August 1(st), 2019.
"Change of Control" means the occurrence of any of the following events:
i. Société Holding de Gestion et de Location or the Société Holding de Gestion
et de Participation ceases to be general partner (associé commandité) of
the Company ; and or
ii. Société Holding de Gestion et de Location or the Société Holding de Gestion
et de Participation ceases to be controlled (under article L. 233-3 of the
French Code de commerce), directly or indirectly, by the Walewski Family.
"Walewski Family" means Raphaël Walewski, Fabrice Walewski and/or Alexandre
Walewski, their spouses and former spouses, their decendants or relatives,
and/or any entity of which at least 90% of the shares or voting rights are held
by one of these persons.
"Société Holding de Gestion et de Location" means the Luxembourg société
anonyme, with a share capital of ?7,271,010, headquartered at 124, boulevard de
la Pétrusse, L-2330 Luxembourg, Grand Duché de Luxembourg, registered under
number B185375 342.
"Société Holding de Gestion et de Participation" means the Luxembourg société
anonyme, with a share capital of ?7,293,510, headquartered at 23, route d'Arlon,
L-8008 Strassen, Grand Duché de Luxembourg, registered under number B185331.
Conversion Right
Bondholders will have the right to receive for their Bonds, in the circumstances
described below (the "Conversion Right"), the following, at the option of the
Company:
1 - either:
(a) if the Conversion Value (as defined below) is less than or
equal to the par value of the Bond: an amount in cash equal to the product of
(a) the Conversion Value and (b) the number of Bonds for which the Conversion
Right has been exercised; or
if the Conversion Value is greater than the par value of the Bond:
(i) an amount in cash equal to the product of the par value of the Bond and
the number of Bonds for which the Conversion Right has been exercised; and
(ii) an amount payable in new and/or existing shares of the Company, at the
option of the Company, corresponding to the product of (a) the difference
between the Conversion Value and the par value of the Bond and (b) the number of
Bonds for which the Conversion Right has been exercised (the "Payment in
Shares").
"Conversion Value" is equal to the Conversion Ratio multiplied by the arithmetic
mean of the daily volume-weighted average price of the Company's shares over a
period of ten (10) consecutive trading days (reduced to five (5) consecutive
trading days in the event of a public offer) beginning from the trading day that
follows the end of the Notification Period (as defined below) (the "Average
Share Price").
The number of new and/or existing shares of the Company to be allocated shall be
equal to the amount produced by dividing the Payment in Shares by the Average
Share Price (rounded down to the nearest whole number, the remaining fraction of
the shares being paid in cash).
"Conversion Ratio" equals one (1) share per Bond on the Issue Date, subject to
adjustments.
"Notification Period" means the period not longer than four (4) trading days
following the exercise date during which the Company will inform the
centralising agent (who will in turn inform the financial intermediaries
responsible for servicing the Bonds, who will inform the relevant Bondholders)
if it intends to grant Bondholders having exercised their Conversion Right
either (i) an amount in cash and, if applicable, new and/or existing shares of
the Company or (ii) only new and/or existing shares.
2 - or (whether the Conversion Value is lower, greater or equal to the par value
of the Bond), only new and/or existing shares of the Company. The total number
of new and/or existing shares to be allocated (at the option of the Company)
will then be equal to the product of the Conversion Ratio by the number of Bonds
for which the Conversion Right has been exercised.
Exercise of the Conversion Right results in the cancellation of the Bonds for
which it was exercised.
Exercise of the Conversion Right
Bondholders will be able to exercise their Conversion Right as from the Issue
Date and until the 18(th) trading day (exclusive) preceding the Maturity Date.
Dividend entitlement and listing of the shares issued or allocated upon exercise
of the Conversion Right
New shares:
- New shares will carry full rights. They will be immediately fungible with the
existing shares and will be the subject of applications for listing on Euronext
Paris, on the same listing line as the existing shares.
Existing shares:
- The existing shares will carry full rights. They will be immediately tradable
on the stock exchange.
Applicable law
French law
Representative of the Bondholders
Pursuant to article L. 228-103 of the French Commercial Code, Bondholders will
be grouped together in a single Masse, which shall have the status of a legal
entity, to defend their shared interests.
Representative of the Masse of Bondholders
Association de Représentation des Masses de Titulaires de Valeurs Mobilières
(« ARM »)
Centre Jacques Ferronnière
32 rue du Champ de Tir
CS 30812
44308 Nantes CEDEX 3
France
C.10
Derivative instruments
Not applicable. The payment of interests on the Bonds is not linked to any
financial instrument.
C.11
Application for admission to trading on a regulated market
Application will be made for the Bonds to be listed on Euronext Paris and to be
admitted to the clearing systems of Euroclear France, Euroclear Bank S.A./N.V.
and/or Clearstream Banking S.A. (Luxembourg). The admission to trading of the
Bonds is expected to occur on July 10, 2015 under ISIN code FR0012833077.
No application for admission to trading on another market is planned at the date
hereof.
C.22
Information about the underlying shares
As of the date of the Prospectus, the Company's share capital amounts to
?47,070,184 divided into 5,883,773 shares with a ?8 unitary par value, all fully
paid up and divided among the shareholders in proportion to their respective
rights in the Company.
Description of the underlying shares:
The underlying shares are admitted to trading under "TOUP" on Compartment C of
Euronext Paris market (ISIN code FR0000033003). The Company's shares are
classified under sector 2000 "Industry", 2700 "Industry - Goods and services",
2770 "Industrial Transport" and 2777 "Transport services" of the ICB sectorial
classification.
Currency
Euro
Rights attached to the underlying shares:
New shares issued, as the case may be, upon exercise of the Conversion Right
will be ordinary shares of the same category as the existing ordinary shares,
which will carry immediate dividend rights and will be subject to all of the
provisions of the Company's by-laws.
Based on current French legislation and the Company's by-laws, the principal
rights attached to the new and/or existing shares are the entitlement to
dividends, the right to share the profits of the Issuer, the voting right, the
preferential subscription right, the right to share in any surplus in the event
of liquidation.
Restrictions on the free tradability of the shares:
No statutory provision limits the free tradability of the Shares comprising the
share capital of the Company or shares that will be issued or delivered, if
applicable, upon exercise of the Conversion Right.
Listing of the underlying shares:
The new shares of the Company will be assimilated to other existing ordinary
shares and will be subject of applications for admission to trading on Euronext
Paris on the same listing line as the existing shares.
New and/or existing shares issued or delivered upon the exercise of the
Conversion Right will be immediately tradable.
Section D - Risks
D.1
Key risks specific to the Issuer and its industry
Before making any investment decision of investing in the Bonds, investors are
invited to carefully examine main risks related to the Company and the Group,
summarized below:
* Legal and regulatory risks
* Risk of violations of anti-corruption laws, sanctions or other similar
regulations applicable in the countries in which the Group operate or intend
to operate
* Risk relating to zoning laws which may restrict the use of temporary
building and therefore may limit the Company's ability to offer all of its
modular building products in all of its markets
* The River Barges division is subject to the Jones Act
* Proven risks which may or may not be due to non-compliance with contractual
commitments-disputes
* Risk relating to litigation to enforce leases and recover equipments
* Geopolitical and global economic risks
* Risk relating to a deceleration or reversal of the global economic recovery
* Risk relating to the international nature of the industries where the
Company operates
* Risk relating to the dynamic competitive landscapes marked by intense
competition from a variety of competitors
* Risk relating to terrorist attacks, the threat of such attacks or the
outbreak of war and hostilities
* Business risks
* Risk relating to the level of demand from customers to lease or buy the
Company's equipment
* Risk relating to a misjudgement of demand for the Company's rental equipment
or a cancellation of a customer contract
* Risk relating to expenses incurred in connection with underutilized
equipment in stock
* Risk relating to the disruption of the Company's supply chain
* Risk relating to consolidation among equipment manufacturers
* Risk relating to lease prices for the Company's equipment
* Risk related to the concentration of the Company's customers
* Risk relating to the fact that the Company's Shipping Containers and Freight
Railcar customers may choose to own their equipment rather than lease it
* Risk related to the fluctuation of gains and losses associated with the
disposition or trading of used equipment
* Risk related to public sector contracts
* Risk related to disruptions ate one of the Company's modular builfing
factories
* Risk related to the dependence on subcontractors and other third parties for
the operations of certain of the Company's businesses
* Risk related to the ownership amount of the Company's equipment in its fleet
and to the ownership risks of such equipment
* Risk related to the management of a substantial portion of the Company's
shipping container and freight railcar fleets on behalf of third-party
investors
* Risk to climate change or market or regulatory responses to climate change
* Risk related to the effective design of the Company's modular building
assets
* Risk related to the costs incurred to reposition the Company's shipping
containers, freight railcars, river barges or modular buildings
* Risk related to title registries to evidence the ownership of the Company's
assets
* Risk related to the senior executive and management team and other key
personnel of the Company
* Risk related to the liens that may arise on the Company's equipment in the
ordinary course of business
* Risk related to the failure of the Company's business strategies
* Risk related to unforeseen integration obstacles or costs attached to
acquisitions or joint ventures
* Risk related to the different tax regimes to which the Company's operations
are subject
* Risk related to the fair market value of the Company's long-lived assets in
comparison to the value of those assets reflected in the Company's financial
statements
* Risk related to the Company's proprietary information technology systems
* Risk related to significant increases in raw material costs
* Financial risks
* Liquidity risk
* Interest rate and currency risks
* Risk related to equity and other financial instruments
* Counterparty risk
* Liability and insurance risks
* Risk related to improper design, manufacture, repare or maintain the
Company's equipement
* Risk related to the liability for damages caused the equipement the Company
leases or sells
* Risk related to the costs imposed by the Company's businesses' general
regulatory framework and compliance thereto
* Risk related to insurance.
D.3
Key risks specific to the Securities
* The Bonds are complex financial securities with a debt component and an
option component linked to the underlying shares of the Company and are not
necessarily suitable for all investors. Investors must be able to understand
in which cases and under what conditions exercising the Conversion Right
could benefit them.
* At the time when a Bondholder exercises its Conversion Right, such
Bondholder will not know if the Company will distribute a cash amount and/or
new shares and/or existing shares, and in the event of an allocation partly
in new and/or existing shares, the Bondholder will not know the trading
price of the shares of the Company that will, as the case may be, serve as
the basis for calculating the number of shares that could be allocated to
such Bondholder. In the event where the Conversion Value will be lower than
the par value of a Bond, the Bondholder who has exercised its Conversion
Right for its Bonds may receive an amount in cash lower than the par value
of its Bonds. It will therefore be in the interest of a Bondholder to
exercice its Conversion Right only if he anticipates a Conversion Value
higher than the par value of a Bond.
* The terms and conditions of the Bonds could be modified with the consent of
the Masse of Bondholders.
* An active trading market for the Bonds may not develop. If such a market
were to develop, the market price of the Bonds could be subject to
considerable volatility.
* The market price of the Bonds will depend on numerous factors, such as the
Company's share price, volatility, interest rates, credit risks and
dividends, etc.
* Bondholders benefit from limited anti-dilution protection.
* The Bonds' negative pledge clause allows the Company, under certain
circumstances, to freely dispose of its assets and/or grant security
interests in respect of such assets.
* The Company will not be required to gross up its payments in respect of the
Bonds (interest, redemption, etc.) to offset any imposed withholding tax.
* The Bonds are subject to limited financial restrictions.
* The Company may not be able to pay interest on the Bonds or redeem the Bonds
at their maturity.
* Certain Bondholders may be exposed to exchange rate risk.
* The provisions applicable to the Bonds may be discarded in the event of the
application of the French bankrupcy law.
* Bondholders may be required to pay taxes, or other documentary charges or
duties according to the laws and practices prevailing in the countris where
the Bonds and/or shares are purchased or sold or in other jurisdictions.
* The Proposal on the European financial transaction tax could, if it was
adopted and implemented in the national legislation, increase the costs of
the Bonds transactions.
* Bonds are not rated.
* The underwritting agreement may not be executed or, after execution, may be
terminated, and the issue may not be carried out.
Section E - Offer
E.2b
Use of proceeds
This issue aims at lenghtening the average debt maturity of the Group.
The net proceeds from this issue will be applied up to approximately ?10 million
to the partial refinancing of the Revolving Credit Facility and the Bank of
China Credit Facility, the balance being applied to the progressive amortization
of the short-term portion of other operating debts of the Group, mainly such as
leasing contracts (the latter representing approximately ?20.3 million as of
April 30, 2015).
E.3
Terms and conditions of the offer/ Issue size and gross proceeds
Approximately ?20 million, which may be increased up to a maximum amount of<
Unternehmensinformation / Kurzprofil:
Datum: 02.07.2015 - 08:10 Uhr
Sprache: Deutsch
News-ID 404410
Anzahl Zeichen: 65656
contact information:
Town:
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Kategorie:
Business News
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