TOUAX launches a capital increase without preferential subscription rights with a priority subscription period for an initial amount of ?9.74 million
(Thomson Reuters ONE) -
PRESS RELEASE
Paris, July 20, 2016 - 7.30 AM
TOUAX
Touax launches a capital increase without preferential subscription rights with
a priority subscription period for an initial amount of ?9.74 million, at a
subscription ratio of 1 new share for 6 existing shares and for a subscription
price of ?9.93 per new share
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THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR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 S.C.A. (the "Company" or "Touax") announces today the launch of a capital
increase without subscription rights with a priority subscription period for an
initial amount of ?9.74 million. Such amount may be increased by a maximum of
15% of the initial amount (i.e. a total amount of ?11.2 million after the
exercise in full of the increase option) (the "Capital Increase").
The result of the Capital Increase is intended to provide the Touax Group with
additional resources for its general financing needs, limit its liquidity risk
and provide the Group with more flexibility required for the financing and
development of its activity. As such, the net proceeds from the Capital Increase
will be applied to reimburse part of the Group's revolving credit facilities,
which will remain available to finance the Group's working capital and general
financing needs.
The Capital Increase was the subject of a commitment to subscribe up to 75.15%
of the total amount by:
- Société Holding de Gestion et de Location (represented by Mr.
Raphaël Walewski) has agreed to subscribe as part of the Capital Increase a
total of 25,176 new shares of the Company for an amount of ?250,000, amounting
to 2.57% of the Capital Increase without exercise of the increase option;
- Société Holding de Gestion et de Participation (represented by Mr.
Fabrice Walewski) has agreed to subscribe as part of the Capital Increase a
total of 100,704 new shares of the Company for an amount of ?1,000,000,
amounting to 10.27% of the Capital Increase without exercise of the increase
option;
- Argos has agreed to subscribe, as part of the Capital Increase, a
total of 77,542 new shares of the Company, during the priority subscription
period, for a consideration of ?770,000, amounting to 7.91% of the Capital
Increase without exercise of the increase option;
- Certain investors, some holding less than 5% of the capital and
voting rights of the Company as of the date of the Prospectus, have irrevocably
agreed to subscribe as part of the Capital Increase, during the priority
subscription period, a total of 533,538 new shares of the Company for an
aggregate consideration of ?5,298,058, amounting to 54.4% of the Capital
Increase without exercise of the increase option;
- Mr. Alexandre Walewski announced his intention to acquire a number
of shares, through off-market transactions, during the priority subscription
period of the Capital Increase, in order to maintain the Majority Group's
ownership (consisting of Mr. Alexandre Walewski, Société Holding de Gestion et
de Location and Société Holding de Gestion et de Participation, the "Majority
Group") at its current level. Mr. Alexandre Walewski announced that these off-
market transactions would be executed at the same price as the Capital Increase,
and the settlement and delivery of these off-market transactions will take place
the same day as the settlement and delivery of the shares issued by the Capital
Increase.
The Group is currently carrying out a strategic analysis to optimize its capital
allocation and is conducting a review of its portfolio of assets and activities.
These reviews may lead to the disposal or sale of certain assets, some of which
may be material (equipment or sectors), on a short- or medium-term basis.
The Capital Increase is led by Gilbert Dupont, acting as Manager and Book
runner.
MAIN TERMS OF THE CAPITAL INCREASE
The subscription price is ?9.93 per share (with a nominal value of ?8 per share
and an issue premium of ?1.93 per share, based on a subscription ratio of 1 new
share for 6 existing shares, resulting in the issuance of 980,636 new shares and
a maximum of 11,198,369 new shares in case of the exercise in full of the 15%
increase option).
The subscription price represents a discount of 5% of Touax's weighted-average
closing share price for the three trading days prior to July 19, 2016.
Each shareholder of Touax shall be entitled to a priority subscription period
for each share held as of the end of the July 20, 2016 trading day, for a period
of time running simultaneously with the subscription period, i.e., from July
20, 2016 to July 22, 2016 included. The priority subscription right is neither
assignable, nor tradable.
The offer will be open to the public in France only in addition to an
international placement to institutional investors.
The subscriptions received through the public offering in France and during the
priority subscription period will be received by CM-CIC Market Solutions. The
subscriptions received through the international placement to institutional
investors will be received by Gilbert Dupont.
Any shares not subscribed through irrevocable entitlement will be distributed
and allocated to the holders having submitted additional subscription orders
subject to reduction. The subscription orders subject to reduction will be
satisfied within the limit of and proportionally to the demand, provided that
fractions of new shares may not be allocated.
During the public offering, i.e., from July 20, 2016 to July 22, 2016, any
person will be able to subscribe new shares of the Company.
The settlement and delivery of the new shares is expected to take place on July
28, 2016.
The new shares will be immediately fungible with existing shares of Touax and
will carry full dividend rights from their issuance and for all future dividends
decided by Touax as from this date.
The new shares will be listed and traded on the regulated market of Euronext
Paris from July 28, 2016 on the same listing as the existing shares under ISIN
code FR0000033003.
PROSPECTUS VISA GIVEN BY THE FRENCH STOCK EXCHANGE AUTHORITY
A French prospectus consisting of (i) Touax's reference document filed with the
Autorité des marchés financiers (the "AMF") on April 14, 2016 under number
D. 16-0339 (the "Registration Document) and (ii) a securities note (including a
summary of the prospectus) which received visa number 16-333 on July 19, 2016
(the "Prospectus"), is freely available at the registered office of Touax, Tour
Franklin - 100-101 Terrasse Boieldieu - 92042 La Défense Cedex, France, on the
Company's corporate website (www.touax.com) and on the AMF's website (www.amf-
france.org).
The Company draws investors' attention to (i) the risk factors described on
pages 19 to 34 of the Registration Document and in section 2 of the securities
note as well as (ii) in section 3 of the securities note.
The summary of the Prospectus is included at the end of this press release.
Touax 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, on its own and on behalf of third party investors. With
more than ?1.8 billion in assets under management, Touax is one of Europe's
leaders in the operational leasing of this type of materials.
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 150.
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
DISCLAIMER
This press release does not constitute an offer to sell, or the solicitation of
an offer to buy or subscribe for the new shares issued by the Company as part of
the Capital Increase (the "New Shares").
No communication or information relating to the Capital Increase may be
distributed to the public in a country where a registration obligation or an
approval is required. No action has been or will be taken outside France in any
country where such action would be required. The offering and the subscription
of New Shares may be subject to specific legal and regulatory restrictions in
certain jurisdictions; Touax accepts no liability in connection with a breach by
any person of such restrictions. The distribution of this document in these and
certain other countries may be restricted by law.
This press release constitutes an advertisement. It does not constitute a
prospectus within the meaning of the Prospectus Directive (as defined below).
The offer and sale of New Shares will be carried out through (i) an
international placement to institutional investors in France and outside France
(except in the United States of America, Canada, Australia and Japan) to
qualified investors in accordance with Article L. 411-2 II of the French
Monetary and Financial Code and (ii) a public offer (offre au public) in France
only after the granting of a "visa" by the French Autorité des marches
financiers on the prospectus relating to the issuance and the admission to
trading of the New Shares on the regulated market of Euronext Paris.
European Economic Area
In each of the Member States of the European Economic Area other than France
which has implemented the Prospectus Directive (the "Relevant Member States"),
with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"),
no action has been undertaken or will be undertaken to make an offer to the
public of News Shares requiring the publication of a prospectus in any Relevant
Member State, except that an offer to the public in that Relevant Member State
may be made at any time with effect from and including the Relevant
Implementation Date under the following exemptions under the Prospectus
Directive:
a. to any legal entity which is a qualified investor, as defined in the
Prospectus Directive;
b. to fewer than 150 legal persons (other than qualified investors as defined
in the Prospectus Directive), as permitted under the Prospectus Directive,
subject to obtaining the prior consent of the relevant dealer or dealers
nominated by the Issuer for any such offer ; or
c. in any other circumstances falling within Article 3(2) of the Prospectus
Directive;
provided that neither the Company nor any institution responsible for the
placement shall be required to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this paragraph, (i) the notion of an "offer to the public of
New Shares" in any Relevant Member State, means any communication, to
individuals or legal entities, in any form and by any means, of sufficient
information on the terms and conditions of the offering and on the New Shares to
be offered, thereby enabling an investor to decide to purchase or subscribe for
New Shares, as the same may be varied in the Relevant Member State by any
measure implementing the Prospectus Directive, and (ii) the expression
"Prospectus Directive" means Directive 2003/71/EC of the European Parliament and
Council of 4 November 2003 (and amendments thereto, including by Directive
2010/73/EU of the European Parliament and Council dated 24 November 2010), and
includes any relevant implementing measure in each Relevant Member State.
This selling restriction is in addition to any other selling restriction
applicable in those Member States who have implemented the Prospectus Directive.
United Kingdom
This press release is being distributed and is addressed only to (i) persons
located outside the United Kingdom subject to applicable laws and regulations,
(ii) investment professionals as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or
(iii) high net worth companies, and other persons designated by Article 49(2)
(a) to (d) of the Order (the persons mentioned in paragraphs (i), (ii), and
(iii) all deemed relevant persons ("Relevant Persons")). The Financial
Instruments (as defined below) are intended only for Relevant Persons and any
invitation, offer or contract related to the subscription, tender, or
acquisition of the Financial Instruments may be addressed and/or concluded only
with Relevant Persons. Any person other than a Relevant Person must abstain from
using or relying on this press release and all information contained herein.
The institution responsible for the placement has acknowledged that:
i. it has only communicated or distributed, caused to be communicated or
distributed, will only communicate or distribute, and will only cause to be
communicated an invitation or inducement to engage in investment activity
within the United Kingdom within the meaning of Section 21 of the Financial
Services and Markets Act 2000 (the "FSMA") received by it in connection
with the issue or sale of New Shares in circumstances in which Section
21(1) of the FSMA does not apply to the Company; and
ii. it has complied and will comply with all applicable provisions of the FSMA
with respect to anything done by it in relation to the Financial
Instruments in, from or otherwise involving the United Kingdom.
United States of America
This press release may not be published, distributed or transmitted in the
United States of America (including its territories and dependencies, any state
of the United States of America and the District of Columbia). This press
release does not constitute any solicitation to purchase or an offer to purchase
or to subscribe New Shares in the United States of America. The New Shares have
not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States of America, and may not be
offered, sold, pledged or otherwise transferred in the United States of America,
except pursuant to an exemption from the registration requirements of the
Securities Act and in compliance with applicable state securities laws. The New
Shares will be offered or sold only outside of the United States of America in
"offshore transactions" in accordance with Regulation S under the Securities
Act. Touax does not intend to register all or any portion of the offering of the
New Shares in the United States of America or to conduct a public offering of
the New Shares in the United States of America.
In addition, until 40 days after date of the granting of a "visa" by the French
Autorité des marchés financiers on the prospectus relating to the issuance and
the admission to trading on the regulated market of Euronext Paris of the New
Shares, an offer or sale of New Shares within the United States by a dealer
(whether or not it is participating in the offering) may violate the
registration requirements of the Securities Act.
Canada, Australia and Japan
The New Shares have not been offered, sold or sold and may not be offered, sold
or purchased, in Canada, Australia and Japan.
Forward-looking statements
This press release includes forward-looking statements and information about the
objectives of Touax, in particular, relating to its current or future projects.
These statements are sometimes identified by the use of the future tense or
conditional mode, as well as terms such as "estimate", "believe", "have the
objective of", "intend to", "expect", "result in", "should" and other similar
expressions. It should be noted that the realization of these objectives and
forward-looking statements is dependent on the circumstances and facts that
arise in the future. Forward-looking statements and information about objectives
may be affected by known and unknown risks, uncertainties and other factors that
may significantly alter the future results, performance and accomplishments
planned or expected by the Company. These factors may include changes in the
economic and commercial situation, regulations and those detailed in pages 19 to
34 of the reference document filed with the Autorité des marchés financiers (the
"AMF") on April 14, 2016 under no. D. 16-0339 and in section 2 of the securities
note (including a summary of the prospectus) which received visa number 16-333
on July 19, 2016.
Summary of the prospectus
AMF Visa No. 16-333 dated July 19, 2016
This summary consists of a key set of disclosures known as "Elements". These
Elements are set out in five sections entitled Sections A to E and numbered from
A.1 through E.7.
This summary contains all of the Elements required to be included in a
prospectus summary for this type of security and issuer. Because some Elements
are not required to be addressed, there may be gaps in the numbering order of
the Elements.
Even though an Element may be required to be provided in the summary for this
type of securities and issuer, it is possible that no relevant information can
be provided regarding such Element. In this case, a short description of such
Element is included in the summary with the mention of "Not applicable".
+------------------------------------------------------------------------------+
|SECTION A - INTRODUCTION AND WARNINGS |
+-+-------------------------------------+--------------------------------------+
| |Introduction and Warning to the |This summary must be read as an |
| |reader |introduction to the Prospectus. |
| | |Any decision to invest in the |
| | |securities that are offered to the |
| | |public offering or for which admission|
| | |to listing and trading is requested on|
| | |a regulated market should be based on |
| | |consideration of the Prospectus as a |
| | |whole by the investor. |
| | | |
| | |Where a claim relating to the|
| | |information contained in the|
| | |Prospectus is brought before a court,|
| | |the plaintiff may, according to the|
| | |national legislation of the Member|
| | |States of the European Economic Area|
| | |or parties to the agreement on the|
| | |European Economic Area where the claim|
| | |is brought, have to bear the costs of|
| | |translating the Prospectus before|
| | |legal proceedings are initiated. |
| | | |
| | |Persons who have presented this|
| | |summary, including any translation|
| | |thereof may be subject to civil|
| | |liability only if the content of this|
| | |summary is misleading, inaccurate or|
| | |inconsistent when read together with|
| | |the other parts of the Prospectus, or|
| | |if it does not provide, when read|
| | |together with other parts of the|
| | |Prospectus, key information in order|
| | |to assist investors who are|
| | |considering investing in these|
| | |securities. |
+-+-------------------------------------+--------------------------------------+
| |Consent of the Company |Not applicable. |
+-+-------------------------------------+--------------------------------------+
+------------------------------------------------------------------------------+
|Section B - Company |
+-----+-----------------------------------+------------------------------------+
|B.1 |Legal and commercial name |TOUAX SCA ("TOUAX SCA" or the|
| | |"Company" and, together with all of|
| | |its consolidated subsidiaries, the|
| | |"Group"). |
+-----+-----------------------------------+------------------------------------+
|B.2 |Registered office |Head office: Tour Franklin - 23rd |
| | |floor - 100-101, Terrasse Boieldieu|
| | |- 92042 La Défense cedex. |
| | | |
| +-----------------------------------+------------------------------------+
| |Legal form |Corporate partnership limited by|
| | |shares (société en commandite par|
| | |actions). |
| | | |
| +-----------------------------------+------------------------------------+
| |Applicable law |French law. |
| | | |
| +-----------------------------------+------------------------------------+
| |Country of incorporation |France. |
+-----+-----------------------------------+------------------------------------+
|B.3 |Operations and principal activities|TOUAX Group (as defined 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.4.a|Recent trends affecting the Group |Revenue for Q1 2016 |
| |and its industry |The consolidated revenue for the|
| | |1st quarter of 2016 amounted to|
| | |?87.7 million compared with ?68.2|
| | |million for the 1st quarter of|
| | |2015, up by 28.5% (+27.4% with|
| | |equivalent exchange rates and|
| | |scope). This increase is mainly due|
| | |to a recovery of the syndication in|
| | |the Shipping Container activity and|
| | |an increasing volume of sales in the|
| | |Modular Buildings and Shipping|
| | |Containers divisions. |
| | | |
| | | |
| | | * Increase of the revenue of sales|
| | | of equipment |
| | |The revenue of sales of equipment|
| | |increased by 167.6%, mainly due to a|
| | |recovery of the syndication of|
| | |investors containers at the|
| | |beginning of the year and an|
| | |increasing volume of sales of|
| | |containers and modules to our|
| | |clients (+91.7%). The revenue of|
| | |sales amounted to ?34.4 million. |
| | | |
| | | |
| | | * Increase of the revenue of the |
| | | Shipping Container division |
| | |The revenue of the Shipping|
| | |Container division amounted to ?43.3|
| | |million for the 1st quarter of 2016 |
| | |compared with ?32.2 million for the|
| | |1st quarter of 2015, up by 28.5%, up|
| | |by 34% (+31.6% with equivalent|
| | |dollar rates). This increase is|
| | |mainly due to a higher volume of|
| | |sales of used containers to our|
| | |clients and to syndications. TOUAX|
| | |achieved a sale and leaseback|
| | |transaction during the 1st quarter|
| | |of 2016, for a volume that was|
| | |higher than all syndication|
| | |transactions achieved during 2015, |
| | |but for which the commission only is|
| | |recorded as revenue. Leasing|
| | |activities slightly decreased to|
| | |?23.8 million mainly due to|
| | |deflationary market conditions. It|
| | |should be noted that the price of|
| | |steel and the price of new|
| | |containers in China have increased|
| | |since March 2016, that will result|
| | |in a positive effect on leasing|
| | |rates. |
| | | |
| | | |
| | | * Increase of the revenue of the |
| | | Modular Building division |
| | |The revenue of the Modular Building|
| | |division increased by 27.6% to ?31.2|
| | |million compared to the 1st quarter|
| | |of 2015. The revenue of leasing|
| | |activities remains stable at ?17.5|
| | |million. Equipment sales increase by|
| | |99% and amounts to ?13.8 million,|
| | |confirming the activity's recovery. |
| | | |
| | | |
| | | * Increase of the revenue of the |
| | | Freight Railcars division |
| | |The revenue of the Freight Railcars|
| | |division increased by 18.3% to ?9.3|
| | |million. This increase is mainly due|
| | |to the management of a complementary|
| | |fleet of railcars during the last|
| | |quarter of 2015. |
| | | |
| | | |
| | | * New bank financings |
| | |As of the date of the visa on the|
| | |Prospectus, the Company obtained|
| | |from the credit committees of its|
| | |banks the approval to provide the|
| | |Company with a non-depreciable term|
| | |loan due May 31, 2017 for a total of|
| | |?16.0 million, which proceeds will|
| | |be used for the Group's general|
| | |financing needs. |
| | | |
| | | |
| | |The Group obtained from the credit|
| | |committee the approval for a ?6.0|
| | |million bilateral loan backed by|
| | |assets held by its subsidiary Touax|
| | |Rail Finance, which proceed will be|
| | |used for the Group's general|
| | |financing needs. |
| | | |
| | | |
| | |The approvals of the credit|
| | |committees are subject to several|
| | |conditions, including the completion|
| | |of a full set of documentation. As|
| | |of the date of this Prospectus,|
| | |these credit facilities are expected|
| | |to be made available at the end of|
| | |July 2016. |
| | | |
| | | |
| | | * Current strategic analysis |
| | |The Group is currently carrying out|
| | |a strategic analysis to optimize its|
| | |capital allocation and is conducting|
| | |a review of its portfolio of assets|
| | |and activities. These reviews may|
| | |lead to the disposal or sale of|
| | |certain assets, some of which may be|
| | |material (equipment or sectors), on|
| | |a short- or medium-term basis. |
+-----+-----------------------------------+------------------------------------+
|B.5 |Description of the Group |The issuer is the holding company of|
| | |TOUAX Group (the "Group" or the|
| | |"TOUAX Group", consisting of the|
| | |issuer and all of its consolidated|
| | |subsidiaries). |
| | | |
| | | |
| | |The issuer is the parent company of|
| | |the TOUAX Group. The organizational|
| | |chart below sets forth the|
| | |simplified legal organization of the|
| | |TOUAX Group as of December 31, 2015.|
+-----+-----------------------------------+------------------------------------+
Percentage Company
TOUAX SCA, mother company Country held by purpose
parent
| ------------------------------------------
| TOUAX
| Corporate Service
| SAS France 100% Company
+-- ------------------------------------------
|
| ------------------------------------------
| United Service
| TOUAX UK Ltd Kingdom 100% Company
+-- ------------------------------------------
|
|
Shipping Containers business
| | ------------------------------------------
| TOUAX |
| Container | Service
| Services SAS| France 100% Company
+-- |
| | Leasing of
| | TOUAX Container shipping
| | Leasing Pte Ltd Singapore 100% containers
| +--
| | Sale of
| | Gold Container shipping
| | Investment Ltd Hong Kong 100% containers
| |
| | Leasing and
| | sale of
| | shipping
| | Touax Corp. USA 100% containers
| +-- |
| | Leasing and
| | Gold sale of
| | Container shipping
| | Corp. USA 100% containers
| +-- ------------------------------------------
|
|
Modular Buildings business
| | ------------------------------------------
| TOUAX | Leasing and
| Solutions | sale of
| Modulaires | modular
| SAS | France 100% constructions
+-- |
| | Leasing and
| | sale of
| | modular
| | TOUAX Espana SA Spain 100% buildings
| +--
| | Modular
| | Buldings
| | Czech assembly
| | TOUAX SRO republic 100% company
| +-- |
| | | Leasing and
| | | sale of
| | | modular
| | | TOUAX SK Sro Slovakia 100% buildings
| | |
| | Leasing and
| | sale of
| | modular
| | TOUAX BV Netherlands 100% buildings
| +-- |
| | | Leasing and
| | | sale of
| | | modular
| | | TOUAX NV Belgium 100% buildings
| | +--
| | Leasing and
| | SIKO sale of
| | Containerhandel modular
| | GmbH Germany 100% buildings
| +-- |
| | | Leasing and
| | | sale of
| | | modular
| | | TOUAX Sp.zo.o Poland 100% buildings
| | +--
| | Sale of
| | modular
| | TOUAX do Brazil Brazil 100% buildings
| +--
| Leasing and
| sale of
| modular
| TOUAX Modular Building USA, Llc USA 100% buildings
+--
| Sale of
| modular
| TOUAX MAROC SARL Marocco 51% buildings
+--
| Leasing of
| modular
| RAMCO SARL Marocco 51% buildings
+-- |
| | Sale of
| | Touax Industrie modular
| | Modulaire Algérie Algéria 25% buildings
| +-- ------------------------------------------
|
|
Freight Railcars business
| ------------------------------------------
| Leasing and
| sale of
| TOUAX Rail Ltd Ireland 100% railcars
+-- |
| | TOUAX Texmaco Leasing of
| | Railcar Leasing Pte India 39,0% railcars
| +--
| | Leasing and
| | sale of
| | CFCL TOUAX Llc USA 51% railcars
| +-- ------------------------------------------
|
|
River Barges
business
| ------------------------------------------
| Leasing and
| TOUAX River sale of river
| Barges SAS France 100% barges
+-- |
| | Leasing and
| | TOUAX Leasing sale of river
| | Corp. USA 100% barges
| +--
| | Leasing and
| | TOUAX Hydrovia sale of river
| | Corp. Panama 100% barges
| +--
| | Leasing/
| | Eurobulk Transport chartering of
| | Maatschappij BV Netherlands 100% river barges
| +-- |
| | Leasing/
| | CS de Jonge chartering of
| | BV Netherlands 100% river barges
| +-- ------------------------------------------
+---+----------------------+---------------------------------------------------+
| | |The percentages set forth below represent the|
| | |percentages of share capital and voting rights,|
| | |except for Touax Industrie Modulaire Algérie, in|
| | |which the TOUAX Group holds 25% of the equity and|
| | |26.5% of the voting rights. |
+---+----------------------+---------------------------------------------------+
|B.6|Principal Shareholders|The table below presents the Company's shareholding|
| | |structure as of June 30, 2016, based on the|
| | |information available to the Company on the date of|
| | |the visa on this Prospectus. |
+---+----------------------+---------------------------------------------------+
+-----------------------------------------------------------+
| As of June, 30 2016 |
+------------------+----------------------+------------------------------------+
| | Capital | Voting rights |
| +--------------+-------+---------------+------+-------------+
|Shareholders | Number of | | Number of | | of which, |
| | shares | % | voting rights | % |double voting|
| | | | exercisable | | rights |
+------------------+--------------+-------+---------------+------+-------------+
|Alexandre Walewski| 551,822 | 9.38 | 551,829 | 8.07 | 14 |
+------------------+--------------+-------+---------------+------+-------------+
|Société Holding de| | | | | |
|Gestion et de | 631,660 | 10.74 | 1,097,578 |16.05 | 931,836 |
|Location | | | | | |
+------------------+--------------+-------+---------------+------+-------------+
|Société Holding de| | | | | |
|Gestion et de | 645,966 | 10.98 | 1,125,767 |16.46 | 959,602 |
|Participation | | | | | |
+------------------+--------------+-------+---------------+------+-------------+
|Majority | 1,829,448 | 31.09 | 2,775,174 |40.58 | 1,891,452 |
|Shareholders total| | | | | |
+------------------+--------------+-------+---------------+------+-------------+
|Zenlor | 306,535 | 5.21 | 307,535 | 4.5 | 2,000 |
+------------------+--------------+-------+---------------+------+-------------+
|Argos | 295,550 | 5.02 | 295,550 | 4.32 | 0 |
+------------------+--------------+-------+---------------+------+-------------+
|Public - | 33,670 | 0.57 | 50,522 | 0.74 | 33,704 |
|registered shares | | | | | |
+------------------+--------------+-------+---------------+------+-------------+
|Public - bearer | 3,410,442 | 57.96 | 3,410,442 |49.86 | 0 |
|securities | | | | | |
+------------------+--------------+-------+---------------+------+-------------+
|Treasury shares | 8,171 | 0.14 | 0 | 0 | 0 |
+------------------+--------------+-------+---------------+------+-------------+
|Total | 5,883,816 |100.00%| 6,839,223 |100.0%| 1,927,156 |
+------------------+--------------+-------+---------------+------+-------------+
+-+-+--------------------------------------------------------------------------+
| | |The table below presents the Company's shareholding structure after the|
| | |Capital Increase (as defined below), before and after the potential|
| | |exercise of the Increase Option (as defined below). |
| | | |
| | | |
| | |For the purpose of the table below, the following assumptions are stated: |
| | | |
| | | |
| | | * Société Holding de Gestion et de Location, which holds, as of the date|
| | | of this Prospectus, 10.74% of the share capital of the Company and |
| | | 16.05% of the voting rights, has agreed to subscribe as part of the |
| | | Capital Increase a total of 25,176 new shares of the Company for an |
| | | amount of ?250,000. |
| | | |
| | | * Société Holding de Gestion et de Participation, which holds, as of the|
| | | date of this Prospectus, 10.98% of the share capital of the Company |
| | | and 16.46% of the voting rights, has agreed to subscribe as part of |
| | | the Capital Increase a total of 100,704 new shares of the Company for |
| | | an amount of ?1,000,000. |
| | | |
| | | * Argos, which holds, as of the date of this Prospectus, 5.02% of the |
| | | share capital of the Company and 4.32% of the voting rights, has |
| | | agreed to subscribe as part of the Capital Increase a total of 77,542 |
| | | new shares of the Company for an amount of ?770,000. |
+-+-+--------------------------------------------------------------------------+
+-----------------------------------------------------------------------------------------------+
| After completion of the Capital Increase |
+-----------------------------------------------+-----------------------------------------------+
| Before exercise of the Increase Option | After exercise of the Increase Option |
+-------------+-----------------+-----------------------------+-----------------+-----------------------------+
| | Capital | Voting rights | Capital | Voting rights |
| +---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Shareholders | | | Number of | |of which,| | | Number of | |of which,|
| |Number of| % | voting | % | double |Number of| % | voting | % | double |
| | shares | | rights | | voting | shares | | rights | | voting |
| | | |exercisable| | rights | | |exercisable| | rights |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Alexandre | 551,822 | 8.04 | 551,829 | 7.06 | 14 | 551,822 | 7.87 | 551,829 | 6.93 | 14 |
|Walewski | | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Société | | | | | | | | | | |
|Holding de | 656,836 | 9.57 | 1,122,754 | 14.36 | 931,836 | 656,836 | 9.37 | 1,122,754 | 14.09 | 931,836 |
|Gestion et | | | | | | | | | | |
|deLocation | | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Société | | | | | | | | | | |
|Holding de | 746,670 | 10.88 | 1,226,471 | 15.68 | 959,602 | 746,670 | 10.65 | 1,226,471 | 15.39 | 959,602 |
|Gestion et de| | | | | | | | | | |
|Participation| | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Majority | | | | | | | | | | |
|Shareholders |1,955,328| 28.48 | 2,901,054 | 37.10 |1,891,452|1,955,328| 27.89 | 2,901,054 | 36.41 |1,891,452|
|total | | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Zenlor | 306,535 | 4.47 | 307,535 | 3.93 | 2,000 | 306,535 | 4.37 | 307,535 | 3.86 | 2,000 |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Argos | 373,092 | 5.44 | 373,092 | 4.77 | 0 | 373,092 | 5.32 | 373,092 | 4.68 | 0 |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Public - | | | | | | | | | | |
|registered | 33,670 | 0.49 | 50,522 | 0.65 | 33,704 | 33,670 | 0.48 | 50,522 | 0.63 | 33,704 |
|shares | | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Public - | | | | | | | | | | |
|bearer |4,187,656| 61.00 | 4,187,656 | 53.55 | 0 |4,334,751| 61.82 | 4,334,751 | 54.41 | 0 |
|securities | | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Treasury | 8,171 | 0.12 | 0 | 0 | 0 | 8,171 | 0.12 | 0 | 0 | 0 |
|shares | | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Total |6,864,452|100.00%| 7,819,859 |100.00%|1,927,156|7,011,547|100.00%| 7,966,954 |100.00%|1,927,156|
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
+-+-+--------------------------------------------------------------------------+
| | |Furthermore, Mr. Alexandre Walewski, who, as of the date of the visa on|
| | |this Prospectus, holds 9.38% of the share capital of the Company and|
| | |8.07% of the voting rights, informed the Company about his intention to|
| | |acquire a number of shares, through off-market transactions, during the|
| | |priority subscription period of the Capital Increase, in order to maintain|
| | |the Majority Group's ownership (consisting of Mr. Alexandre Walewski,|
| | |Société Holding de Gestion et de Location and Société Holding de Gestion|
| | |et de Participation, the "Majority Group") at its current level. Mr.|
| | |Alexandre Walewski informed the Company that these off-market transactions|
| | |would be executed at the same price as the Capital Increase, and the|
| | |settlement and delivery of these off-market transactions will take place|
| | |the same day as the settlement and delivery of the shares issued by the|
| | |Capital Increase. |
| | | |
| | | |
| | |In the event that these off-market transactions are effectively executed,|
| | |the Company's shareholding structure after completion of the Capital|
| | |Increase, before and after the potential exercise of the Increase Option,|
| | |will be as follows: |
+-+-+--------------------------------------------------------------------------+
+-----------------------------------------------------------------------------------------------+
| After completion of the Capital Increase and the acquisition of a number of shares by Mr. |
| Alexandre Walewski in order to maintain the Majority Group's ownership at its current level |
+-----------------------------------------------+-----------------------------------------------+
| Before exercise of the Increase Option | After exercise of the Increase Option |
+-------------+-----------------+-----------------------------+-----------------+-----------------------------+
| | Capital | Voting rights | Capital | Voting rights |
| +---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Shareholders | | | Number of | |of which,| | | Number of | |of which,|
| |Number of| % | voting | % | double |Number of| % | voting | % | double |
| | shares | | rights | | voting | shares | | rights | | voting |
| | | |exercisable| | rights | | |exercisable| | rights |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Alexandre | 730,850 | 10.65 | 730,857 | 9.35 | 14 | 776,586 | 11.07 | 776,593 | 9.75 | 14 |
|Walewski | | | | | | | | | | |
+-------------+---------+-------+-----------+-------+---------+---------+-------+-----------+-------+---------+
|Société | | | | | | | | | | |
|Holding de | 656,836 | 9.57 | 1,122,754 | 14.36 | 931,836
Unternehmensinformation / Kurzprofil:
Datum: 20.07.2016 - 07:31 Uhr
Sprache: Deutsch
News-ID 484193
Anzahl Zeichen: 65624
contact information:
Town:
Paris-la-Défense
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 338 mal aufgerufen.
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"TOUAX launches a capital increase without preferential subscription rights with a priority subscription period for an initial amount of ?9.74 million"
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