AUDIOVALLEY (EPA:ALAVY) - AudioValley : Success of AudioValley’s Initial Public Offering. €9.5 million raised.

Transparency directive : regulatory news

24/07/2018 20:29

Press release

www.audiovalley.com

24 July, 2018 - 19:30 CEST
Audiovalley: Sébastien Veldeman - investisseurs@audiovalley.com -
Actifin: Alexandre Commerot - acommerot@actifin.fr -

Success of AudioValley's Initial Public Offering EUR9.5 million raised

* EUR9.5 million raised under the private placement and the open price offer
* Final share price set at EUR4.53
* Start of trading on the Euronext Growth market on 30 July 2018

AudioValley (ISIN Code: BE0974334667/ Ticker: ALAVY) today announces the
success of its Initial Public Offering on the Euronext Growth market in Paris.

The final share price was set at EUR4.53.

Total demand came to 2,105,388 shares, , which represents 1.1 time the initial
offer.

2,023,850 new shares were allocated under the private placement, representing
96% of the overall offer and a total of EUR9.2 million. In the case of the Open
Price Offer, 81,538 shares were allocated, representing 4% of the total and
EUR0.4 million of share capital allocated to the public. A1 and A2 orders will
be 100% honoured.

The total number of shares issued was 2,105,388 new shares following the
partial exercise of the extension clause, which allocated 9.6% of the initial
offer at 100%, i.e. 184,858 additional new shares. On this basis and given the
IPO price of EUR4.53 per share, AudioValley has a market capitalisation of
EUR35.0 million (after taking account of the conversion of a bond issue into
100,634 shares in the Company).

The EUR9.5 million proceeds from the IPO will give the Company the financial
resources to meet its cash- flow requirements for the next 12 months, including
an instalment coming due on its vendor finance facility with Vivendi, and to
accelerate deployment of its marketing force to take advantage of the current
dynamic market. The portion of IPO proceeds allocated to repay the
vendor-finance loan granted by Vivendi will be EUR5.1 million.

Following the IPO and automatic conversion of the abovementioned bonds, the
capital of AudioValley is now composed of 7,731,574 shares. The free float
makes up 27.2% of the Company's capital.

Settlement and delivery of the new shares issued under the private placement
and the open price offer will occur respectively on 26 July 2018 and 27 July
2018. The shares will be admitted for continuous trading on the Euronext Growth
market as from 30 July 2018, under the ISIN code: BE0974334667 and the ticker:
ALAVY.

A liquidity contract was agreed with the brokerage firm Gilbert Dupont. This
contract complies with the code of ethics issued by the AMAFI and runs for one
year, tacitly renewable, from 30 July 2018. For the implementation of this
contract, EUR150,000 in cash has been credited to the liquidity account.

Finally, investors are reminded that contributions in kind (securities and
receivables) must be submitted within 30 days following definitive execution of
this capital increase. These contributions shall be remunerated by the issue of
886,330 new AudioValley shares issued at the offer price of EUR4.53 per share.

On completion of the IPO, AudioValley CEO and founder, Alexandre Saboundjian
said: "We are delighted with the success of AudioValley's listing on Euronext
Growth. I want to thank all our new institutional and individual shareholders
for the confidence they have shown in us, particularly the professional
investors who committed to subscribe ahead of the IPO. The Group now has the
financial resources to capture the full potential of the digital audio market.
We are in marching order to profit fully from the growth of all our
businesses."

PARTNERS IN THE IPO

Listing Sponsor         Lead Manager and Bookrunner
Allegra Finance         Gilbert Dupont
                        Groupe Société Générale

Legal Advisory          Financial Communication           Auditors
Jones Day               Actifin                           EY

CONTACTS

AUDIOVALLEY
+ 32 (0) 2 466 31 60
investisseurs@audiovalley.com

ACTIFIN, financial communication
Alexandre COMMEROT
+33 (0)1 56 88 11 11
audiovalley@actifin.fr

ACTIFIN, financial media relations
Jennifer Jullia
+33 (0)1 56 88 11 19
jjulia@actifin.fr

CHARACTERISTICS OF THE SHARES
- Name: AUDIOVALLEY
- Ticker Symbol: ALAVY
- ISIN code: BE0974334667
- Market quoted on: Euronext Growth Paris
- ICB Classification: 5533 - Broadcasting & Entertainment
- Eligibility for PEA-PME Bpifrance " Entreprise innovante " qualification(1)

POST-TRANSACTION BREAKDOWN OF SHARE OWNERSHIP

Following the IPO, AudioValley's share capital is distributed as follows:

                   Pre-offer      Post-offer at 100% + automatic conversion of
                                      convertible bond + extension clause
                                     Pre-contributions   Post-contributions
                                     (securities and       (securities and
                                     receivables)            receivables)
Shareholders Number of  % capital  Number of  % capital   Number of  % capital
              shares               shares                 shares
Maxximum
SA (1)       5,200,316     94.1%   5,200,316     67.3%    5,510,268     63.9%
Alexandre
Saboudjian     325,236      5.9%     325,236      4.2%      325,236      3.8%
SRIB (2)           -          -      100,634      1.3%      100,634      1.2%
Yves de Koster     -          -         -           -       211,920      2.5%
Bernd Hofstoetter  -          -         -           -       165,783      1.9%
Union Square
Ventures           -          -         -           -       198,675      2.3%
Public             -          -    2,105,388     27.2%    2,105,388     24.4%
Total        5,525,552    100.0%   7,731,574    100.0%    8,617,904    100.0%

(1) Personal holding company 100% owned by Alexandre Saboundjian
(2) After automatic conversion of the 2018 bond into 100,634 shares

NEXT STEPS IN THE TRANSACTION

26 July 2018      Settlement of the securities
27 July 2018      Delivery of the securities
30 July 2018      Start of trading on Euronext Growth Paris

(1) These devices are conditional and within the ceilings available. Interested
parties should contact their financial advisor.

MAIN CHARACTERISTICS OF THE OFFER

Offer price

The price of the open price offer and of the private placement is set at
EUR4,53 per share.

Size of and gross proceeds from the offering

2,105,388 new shares were issued under the offering. Total gross proceeds from
the issue stand at EUR9.5 million.

Allotment of the offer

- Private placement: 2,023,850 shares were allocated to institutional
  investors, or EUR9.2 million and approximately 96% of the total shares
  offered;
- Open price offering: 81,538 shares were allocated to the public, or EUR0,4
  million and approximately 4% of the total shares offered. A1 and A2 orders
  will be 100% honoured.

The Company's lock up Commitment and Shareholder Retention Commitments

- The Company's lock-up commitment: 180 days from the date of the settlement-
  delivery of the new shares;
- The existing shareholders' lock-up commitment:

Commitments made to the Lead Manager and Bookrunner: 365 days from the date of
settlement of the new shares for 100% of the existing capital prior to the
Offer and the shares issued as compensation for a contribution by Maxximum SA
of a EUR 1.4 million receivable from the month following the completion of the
Offer.

Commitments made to Vivendi: As long as the Company has not paid all of the
sale prices of the Notes and the Receivables in connection with the Majority
Acquisition, Mr. Alexandre Saboundjian has undertaken to maintain control of
Maxximum SA and of the society. All of the existing shares prior to the Offer
are pledged in favor of Vivendi SA. This collateral will be exercised
automatically subject to a cumulative payment of EUR 8.9 million and provided
that the Company is not in default with respect to its Indemnity Undertakings
to Vivendi under the August 2017 agreement.

- Other lock-up commitments:

Contributions paid in shares to be issued on the basis of the Offer Price must
occur in the month following completion of the Offer. The Actions Resulting
from the Contributions to come have been subject to the following lock-up
commitments:

- Mr. Bernd Hofstoetter and Mr. Yves de Koster have subscribed to Gilbert
  Dupont a lock-up commitment applying to all the new shares they will hold at
  the end of the definitive realization of their respective contributions of
  10% and 7.82 % of the capital of Storever SA for the benefit of the Company
  for a period of 365 days from the date of settlement;

- Union Square Ventures has subscribed to Gilbert Dupont a lock-up commitment
  applying to all of the Shares Resulting from the Contribution of a EUR 0.9
  million receivable that it holds to date until expiry a period of 180 days
  from the date of settlement-delivery of the Offer.

Availability of the prospectus

Copies of the Prospectus approved by the AMF on July 11, 2018 under number
18-308 are available free of charge upon request from AudioValley head office
(Boulevard International, 55 K, 1070 Brussels, Belgium, France), and on the
websites of the AMF (www.amf-france.org) and the Company
(https://investir.audiovalley.com).

Risk factors

Any investment in shares involves risks. The public's attention is drawn to the
description of "Risk factors" presented in the Prospectus filed with the AMF,
and in particular

- the need for additional financing of up to EUR 4.7 million as of Q4 2019 on
  a balance remaining due at the end of the Offer between EUR 22.1m and EUR
  26.4m in seven annual instalments, depending on the proceeds from the Offer;

- the pledge of all of the shares making up the share capital prior to the
  Offer in favor of Vivendi SA as security for the payment of a portion of the
  Sale Price of the Shares in the context of the Majority Acquisition and which
  will continue once Listed company.

Disclaimer

No communication and no information in respect of the offering by AudioValley
of the shares (the "Shares") may be distributed to the public in any
jurisdiction where a registration or approval is required. No steps have been
or will be taken outside of France in any jurisdiction where such steps would
be required. The offering and subscription of the Shares may be subject to
specific legal or regulatory restrictions in certain jurisdictions. AudioValley
assumes no responsibility for any violation of any such restrictions by any
person.

This announcement is not a prospectus within the meaning of Directive
2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as
amended, in particular, by Directive 2010/73/EC of the European Parliament and
the Council of November 24th, 2010, as amended and as implemented in each
member State of the European Economic Area (the "Prospectus Directive").

With respect to the member States of the European Economic Area other than
France which have implemented the Prospectus Directive (each, a "relevant
member State") no action has been undertaken or will be undertaken to make an
offer to the public of the securities requiring a publication of a prospectus
in any relevant member State. As a result, the Shares may only be offered in
relevant member States: (a) to legal entities that are qualified investors as
defined in the Prospectus Directive; (b) in any other circumstances that do not
require the publication by AudioValley of a prospectus pursuant to Article 3(2)
of the Prospectus Directive.

For the purposes of this paragraph, the notion of an "offer to the public of
Shares" in each of the relevant member States, 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 Shares to be
offered, thereby enabling an investor to decide to purchase or subscribe for
the Shares, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive.

This selling restriction comes in addition to the other selling restrictions
applicable in the other member states.

The distribution of this press release is not made, and has not been approved,
by an "authorised person" within the meaning of Article 21(1) of the Financial
Services and Markets Act 2000. As a consequence, this press release is directed
only at persons who (i) are located outside the United Kingdom, (ii) have
professional experience in matters relating to investments and fall within
Article 19(5) ("investment professionals") of the Financial Services and
Markets Act 2000 (Financial Promotions) Order 2005 (as amended) (the "Order"),
(iii) are persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order or (iv) are persons
to whom this press release may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons"). The securities are
directed only at Relevant Persons and no invitation, offer or agreements to
subscribe, purchase or otherwise acquire securities may be proposed or made
other than with Relevant Persons. Any person other than a Relevant Person may
not act or rely on this document or any provision thereof. This press release
is not a prospectus which has been approved by the Financial Services Authority
or any other United Kingdom regulatory authority for the purposes of Section 85
of the Financial Services and Markets Act 2000.

This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities nor of any offer or
solicitation to sell securities in the United States. The securities mentioned
herein have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "U.S. Securities Act"), and may not be offered or
sold, directly or indirectly, within the United States except pursuant to an
exemption from or in a transaction not subject to, the registration
requirements of the Securities Act. AudioValley does not intend to register any
portion of the proposed offering in the United States nor to conduct a public
offering of securities in the United States.

The distribution of this document in certain countries may constitute a breach
of applicable law. The information contained in this document does not
constitute an offer of securities for sale in the United States, Canada,
Australia, Japan or Belgium.

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

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29/04/2020 17:40

AUDIOVALLEY (EPA:ALAVY) - AudioValley : Success of AudioValley’s Initial Public Offering. €9.5 million raised.

Transparency directive : regulatory news

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