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

Transparency directive : regulatory news

09/06/2021 07:31

Not to be published, distributed or circulated directly or indirectly in the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

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

KEY TERMS OF THE TRANSACTION
* SUBSCRIPTION PRICE: EUR9.40 PER NEW SHARE
* THEORETICAL VALUE OF THE PREFERENTIAL SUBSCRIPTION RIGHTS: EUR5.95
* SUBSCRIPTION RATIO: 1 NEW SHARE FOR 1 EXISTING SHARE
* TRADING PERIOD FOR PREFERENTIAL SUBSCRIPTION RIGHTS: FROM JUNE 10 TO JUNE 21
2021 INCLUDED
* SUBSCRIPTION PERIOD: FROM JUNE 14 2021 TO JUNE 23 2021 INCLUDED
* SUBSCRIPTION COMMITMENTS : APPROXIMATELY EUR 144.6 MILLION, I.E. C.62.6% OF
THE TOTAL AMOUNT OF THE TRANSACTION

Paris, June 9, 2021 - Compagnie des Alpes (the "Company") announces today the
launch of a capital increase with preferential subscription rights in an amount
of approximately EUR231 million (the "Capital Increase").

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

The Capital Increase aims at strengthening the Group's balance sheet while
contributing to financing its business plan including attractivity initiatives
aimed at boosting the sites' activity, by accelerating the ecological
transition(1) and accompanying the development of territories. These financings
relate to the investment envelope of EUR140 million for the financial year
2020/2021 and the envelope of EUR200 million per year on average from the
financial year 2021/2022. In addition, the Company could finance new
development projects currently under review with high value creation potential
and consider potential external growth opportunities.

MAIN TERMS OF THE CAPITAL INCREASE

The Capital Increase will be carried out with shareholders' preferential
subscription rights (the "Rights"), pursuant to the 20th resolution of the
general meeting of March 25, 2021, leading to the issue of 24,563,451 new
shares (the "New Shares"), at a subscription price of EUR9.40 per share (i.e.
EUR0.50 nominal value and a EUR8.90 issue premium), to be fully paid up upon
subscription, representing gross proceeds, including the issue premium, of
EUR230,896,439.40.

(1) by enabling the implementation of the Group's "Triple Zero" environmental
ambition (i.e. a triple objective by 2030: Net Zero Carbon, "zero unrecovered
waste", and a positive impact on biodiversity)

On June 10, 2021, each of the Company's shareholders will receive one (1) Right
for each share recorded at the end of the accounting day on June 9, 2021. One
(1) Right will entitle its holders to subscribe for one (1) New Share on an
irreducible basis (à titre irréductible).

Subscriptions on a reducible basis (à titre réductible) will be accepted. Any
New Shares not subscribed by subscriptions on an irreducible basis (à titre
irréductible) will be distributed and allocated to the holders of Rights
having submitted subscription orders on a reducible basis (à titre
réductible) subject to reduction in the event of oversubscription.

On the basis of the closing price of Compagnie des Alpes share on the regulated
market of Euronext in Paris ("Euronext Paris") on June 7, 2021, i.e. EUR21.30,
the theoretical value of one (1) Right is EUR5.95 and the theoretical ex-right
price of the share is EUR15.35.

For information purposes, the issue price reflects a discount of 38.8% compared
to the theoretical value of the Compagnie des Alpes ex-right share, calculated
on the basis of closing price on June 7, 2021, and a discount of 55.9% compared
to the closing price on June 7, 2021.

These values do not necessarily reflect the value of the Rights during their
trading period, the ex-right price of Compagnie des Alpes or the discounts, as
determined in the market.

The Capital Increase will be open to the public in France only.

INDICATIVE TIMETABLE FOR THE CAPITAL INCREASE

The Rights will be detached on June 10, 2021 and tradeable from June 10, 2021
until June 21, 2021 included on the regulated market of Euronext Paris under
the ISIN code FR0014003UJ7. Unexercised Rights will automatically lapse at the
end of the subscription period, i.e. June 23, 2021 at the close of trading. The
subscription period for the New Shares will be open from June 14, 2021 until
the close of trading on June 23, 2021.

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

UNDERTAKINGS AND SUBSCRIPTION COMMITMENTS OF KEY SHAREHOLDERS OF COMPAGNIE DES
ALPES

As of the date of the prospectus related to the Capital Increase, Compagnie des
Alpes has received subscription commitments from the following shareholders
(the "Subscription Commitments") which include subscription commitments on an
irreducible basis, up to a total amount of EUR144,631,492,60 representing
approximately 62.6% of the Capital Increase on the basis of a subscription
price of EUR9.40 per New Share, among which:

- Banque Populaire Auvergne Rhône Alpes, was holding, as of June 8, 2021,
1,204,473 shares representing 4.9% of the share capital and voting rights of
the Company, irrevocably committed to subscribe to the Capital Increase, on an
irrevocable basis, for up to 1,204,473 New Shares by exercising 1,204,473
Rights, i.e. a total subscription amount (including issue premium) of
EUR11,322,046.20;

- Caisse d'Epargne et de Prévoyance de Rhône Alpes, which was holding, as of
June 8, 2021, 723,486 shares representing 2.9 % of the share capital and voting
rights of the Company, irrevocably committed to subscribe to the Capital
Increase, on an irrevocable basis, for up to 723,486 New Shares by exercising
723,486 Rights, i.e. a total subscription amount (including issue premium) of
EUR6,800,768.40;

- Caisse des dépôts et consignations, which was holding, as of June 8, 2021,
9,615,579 shares representing 39.1 % of the share capital and voting rights of
the Company, irrevocably committed (i) to acquire 400,000 Rights from Sofival,
at a price per preferential subscription right equal to the theoretical value
of the preferential subscription right less a discount of 20% and (ii) to
subscribe to the Capital Increase, on an irrevocable basis, for up to
10,015,579 New Shares by exercising 10,015,579 Rights, i.e. a total
subscription amount (including issue premium) of EUR94,146,442.60. In addition,
Caisse des dépôts et consignations reserves the right to acquire preferential
subscription rights entitling it to subscribe for New Shares representing
(after taking into account the new shares to be issued upon exercise of the
400,000 Rights acquired from Sofival) up to 1% of the Company's capital and
voting rights;

- Crédit Agricole des Savoie Capital, which was holding, as of June 8, 2021,
1,681,985 shares representing 6.8 % of the Company's capital and voting rights,
irrevocably committed to subscribe to the Capital Increase, on an irrevocable
basis, for up to 1,681,985 New Shares by exercising 1,681,985 Rights, i.e. a
total subscription amount (including issue premium) of EUR15,810,659;

- Sofival, which was holding, as of June 8, 2021, 2,110,806 shares representing
8.6% of the share capital and the voting rights of the Company, irrevocably
committed to subscribe to the Capital Increase, on an irrevocable basis, for up
to 710,806 New Shares by exercising a minimum of 710,806 Rights, i.e. a total
subscription amount (including issue premium) of at least EUR6,681,576,40.
Sofival has committed to sell 1,000,000 Rights to Alychlo and 400,000 Rights to
Caisse des dépôts et consignations, at a price per Right equal to the
theoretical value of the Right less a 20% discount;

- Alychlo, which was holding, as of June 8, 2021, 50,000 shares representing
0.2 % of the share capital and voting rights of the Company, irrevocably
committed (i) to acquire 1,000,000 Rights from Sofival, at a price per Right
equal to the theoretical value of the Right less a discount of 20% and (ii) to
subscribe to the Capital Increase, on an irrevocable basis, for up to 1,050,000
New Shares by exercising 1,050,000 Rights, i.e. a total subscription amount
(including issue premium) of EUR9 870 000 subject, if applicable, to any
fractional shares.

In addition, Dominique Marcel, Chairman of the Board of Directors intends to
exercise all or part of the Rights attached to the shares he holds. Dominique
Thillaud, Chief Executive Officer, intends to acquire Rights and to exercise
them. Loïc Bonhoure, Deputy Chief Executive Officer, intends to acquire Rights
and to exercise them.

The Company is not aware of any intention to subscribe from the Company's
shareholders or from members of its administrative bodies other than those
mentioned above.

LOCK-UP COMMITMENTS

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

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

DILUTION

For illustrative purposes only, following the issue of the full amount of the
rights issue, a shareholder holding 1% of the Company's share capital as of
June 8, 2021, and not subscribing to the Capital Increase, would hold 0.500% of
the share capital on an undiluted basis and 0.499% of the share capital on a
diluted basis(2) following the issue of the New Shares.

UNDERWRITING

The Capital Increase is being underwritten pursuant to an underwriting
agreement (the "Underwriting Agreement") entered into on June 8, 2021 between
the Company and BNP Paribas, Crédit Agricole Corporate and Investment Bank,
Natixis and Société Générale acting as Joint Global Coordinators, Lead
Managers and Joint Bookrunners (the "Joint Global Coordinators"), Berenberg and
CIC acting as Joint Bookrunners (the "Joint Bookrunners" and together with the
Joint Global Coordinators, the "Underwriters"). Under the terms of the
Underwriting Agreement, the Underwriters have undertaken, severally but not
jointly (sans solidarité), to procure subscribers for, or failing which to
subscribe a number of New Shares corresponding to the total amount of the
Capital Increase less the New Shares covered by the Subscription Commitments.

CONTRIBUTION IN KIND

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

(2) In case of final acquisition of all 134,940 free shares granted.

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

AVAILABILITY OF THE PROSPECTUS

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

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

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

RISK FACTORS

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

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

CDA is included in CAC All-Shares, CAC All-Tradable, CAC Mid & Small and CAC
Small.
ISIN: FR0000053324; Reuters: CDAF.PA; FTSE: 5755 Recreational services

CONTACTS:

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

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

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

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

Important Information

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

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

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

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

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

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

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

COMPAGNIE DES ALPES's latest news

14/03/2024 20:17

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

Transparency directive : regulatory news

COMPAGNIE DES ALPES's latest news

Other stories