VOGO (EPA:ALVGO) - VOGO announces the great success of its € 5 million capital increase through a placement to qualified investors.
Transparency directive : regulatory news
11/12/2020 08:00
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Press Release
Montpellier, 11 December 2020
VOGO announces the great success of its EUR 5 million capital increase through
a placement to qualified investors
VOGO (ISIN code: FR0011532225 - Ticker: ALVGO) is today announcing the great
success of its capital increase without shareholders' preferential subscription
rights for a final amount of EUR5 million, through placement made to qualified
investors (the "Offer") by way of a bookbuild. The order book was largely
covered, based on sustained demand from new and existing institutional
investors, for a total amount of EUR5,6 million.
The Offer resulted in the issuance of 530.223 new ordinary shares, representing
14,91% of the Company's current share capital, and a total fund raising of
EUR5.000.002,89. The subscription price was EUR9,43 (issue premium included),
representing a discount of 19,95% compared to the average value of the VOGO
share price on the Euronext Growth market in Paris weighted by volume observed
over the last five trading sessions prior to the price being set.
Following the Offer, the Company's new share capital now comprises 4.086.933
shares with a par value of EUR0.125 per share. Based on the Company's cash
position (EUR6,860 million at 30 June 2020), and its forecast revenues and
provisional expenses, the funds raised as a result of the Offer should enable
the Company to successfully achieve its strategic objectives.
Christophe Carniel, Chairman and Chief Executive Officer, commented on the
operation: "We would like to thank our long-standing shareholders for
participating in this fund raising, which demonstrates their dedication and
confidence in the Company and its projects and we are delighted to welcome
VOGO's new investors."
USE OF THE FUNDS RAISED
The proceeds of the Offer should allow VOGO to:
* finance the development potential of VOGO's digital solutions in the
healthcare sector, particularly in the context of its collaboration with the
SYS2DIAG laboratory (CNRS) in the fields of connected diagnostics;
* speed up its strategic development in the sports sector, notably by financing
the VOGOSCOPE joint venture created with ABEO(1); and
* take advantage of external growth opportunities.
MAIN CHARACTERISTICS OF THE OFFER
A total of 530.223 new ordinary shares with a par value of EUR0.125 per share
was issued to qualified investors within the meaning of Article 2(e) of (EU)
Regulation n°2017/1129 dated 14 June 2017, as stipulated in Article L.411-2,
paragraph 1°, of the French Monetary and Financial Code, in accordance with
the thirteenth resolution of the Company's Combined Shareholders' Meeting of 5
June 2020.
The new shares, representing 14,91% of the Company's current undiluted share
capital, before the completion of the Offer (a dilution of 12,97%), were issued
pursuant to decisions by the Board of Directors and the Chairman and Chief
Executive Officer on 10 December 2020 in accordance with the delegation of
authority granted by the thirteenth resolution approved by the Company's
Combined Shareholders' Meeting of 5 June 2020.
(1) See the press release dated 2 December 2020 available on the Company's
website.
The issue price of the new shares was set at EUR9,43 per share, representing a
discount of 19,95% compared to the average value of the VOGO share price on the
Euronext Growth market in Paris weighted by volume observed over the last five
trading sessions prior to the price being set (i.e. 4 to 10 December 2020
inclusive), i.e. EUR11,78, in accordance with the Board of Directors decisions
on 10 December 2020, taken by virtue of the thirteenth resolution of the
Combined Shareholders' Meeting of 5 June 2020, which set the maximum authorised
discount at 20% of the average value of the VOGO share price weighted by volume
over the last five trading sessions prior to the setting of the price.
As an illustration, a shareholder holding 1% of VOGO's capital before the
launch of the Offer would now hold an interest of 0,87%.
The Company's share capital will comprise 4.086.933 shares following
settlement-delivery.
To the best knowledge of the Company, the shareholder structure before and
after completion of the Offer is as follows:
Before completion of the Offer(1)
Shareholders Number of shares % of capital Theoretic % voting rights
voting rights
SAS TWO C(2) 601,512 16.91% 1,157,180 21.33%
SAS ESPE(3) 609,260 17.13% 1,135,692 20.94%
Daniel Dedisse 280,000 7.87% 559,476 10.31%
Véronique Puyau 83,956 2.36% 167,912 3.10%
Sub-total
founders 1,574,728 44.27 3,020,260 55.68%
SORIDEC(4) 30,072 0.85% 60,144 1.11%
Jeremie LR(5) 60,144 1.69% 120,288 2.22%
Sub-total
institutional
investors 90,216 2.54% 180,432 3.33%
Private
investors(6) 440,277 12.38% 771,961 14.23%
Free float 1,451,489 40.81% 1,451,489 26.76%
Total 3,556,710 100% 5,424,142 100%
After completion of the Offer
Number of shares % of capital Theoretic % voting rights
voting rights
601,512 14.72% 1,157,180 19.43%
609,260 14.91% 1,135,692 19.07%
280,000 6.85% 559,476 9.40%
83,956 2.05% 167,912 2.82%
1,574,728 38.53% 3 020 260 50.72%
30,072 0.74% 60 144 1.01%
60,144 1,47% 120 288 1.02%
90,216 2.21% 180 432 3.03%
440,277 10.77% 771 961 12.96%
1,981,712 48.49% 1 981 712 33.28%
4,086,933 100 % 5,954,365 100 %
(1) Based on the information available on 10 December 2020
(2) Company whose share capital is 73.96% owned by Christophe Carniel, Chairman
and Chief Executive Officer of the Company.
(3) Company whose share capital is 95% owned by Pierre Keiflin, Deputy Chief
Executive Officer of the Company.
(4) SORIDEC (or Société Régionale et Interdépartementale de Développement
Economique) is a limited company (société anonyme) registered with the
Montpellier Trade and Companies Register under number 329 150 551. It operates
as an investment fund that invests in the equity of SMEs in any activity
sector, located in Occitanie, at all stages of their development (creation,
development and transmission).
(5) JEREMIE LR is a simplified joint stock company (société par actions
simplifiée) registered with the Montpellier Trade and Companies Register under
number 529 237 489. It operates as a European investment fund mainly focused on
SMEs that show strong development potential and innovative start- ups in the
Occitanie region.
(6) The private investors comprise around two thirds private individuals and
one third companies, none of which own more than 5% of the shares or voting
rights.
ADMISSION OF THE NEW SHARES FOR TRADING
The new shares will bear current dividend rights and will be admitted to
trading on the Euronext Growth market in Paris, under ISIN code FR0011532225 -
ALVGO. The settlement-delivery of the new shares and their admission to trading
on the Euronext Growth market in Paris is scheduled for 15 December 2020.
The information provided in this press release stems from the placement of the
shares as part of an accelerated book building process, which is now closed,
but remains conditional on the correct execution of the settlement-delivery
operations.
Pursuant to the provisions of Article L.411-2 of the French Monetary and
Financial Code and Article 1.4 of (EU) Regulation 2017/1129 of the European
Parliament and European Council of 14 June 2017, the Offer has not and will not
give rise to the establishment of a prospectus subject to the approval of the
French financial markets authority (Autorité des marchés financiers - AMF).
RISK FACTORS
We would like to draw the public's attention to the risk factors relating to
the Company and its activity, which are presented in section 2.3 of the 2020
half-year financial report and in section 3.1.4 of the 2019 annual financial
report, both of which are available on the Company's website (https://www.vogo-
group.com/espace-investisseurs-documentation/). The occurrence of some or all
of these risks may have an adverse impact on the Company's business, financial
position, results, development or outlook. The risk factors presented in the
aforementioned reports are the same as those on the date of this press
release.
Investors should also take into account the following specific risks of the
Offer: (i) the market price of the Company's shares may fluctuate and fall
below the subscription price of the shares issued as part of the Offer, (ii)
the volatility and liquidity of the Company's shares may fluctuate
significantly, (iii) the Company's shares may be sold on the market which may
have a negative impact on the Company's share price, and (iv) the Company's
shareholders may experience a further dilution of their shares arising from
potential future capital increases.
OPERATORS
Lead Manager and Bookrunner
Legal counsel
About VOGO
VOGO develops, markets and distributes live & replay, audio and video solutions
for spectators and professionals in sports arenas. VOGO's disruptive solution
for spectators transforms the stadium experience by providing multi-camera
content on demand for viewing on tablets and smartphones, irrespective of the
number of people connected. In the professional sphere, VOGO's video solution
provides analytical and decision-making tools (referee assistance, medical
diagnostics, coaching, etc.). The acquisition of Vokkero(r) in October 2019
enriched this range of video solutions, with the integration of a line of audio
communications systems that has drawn international recognition not just in in
the sporting sphere (more than 20 disciplines) but also in industry, services
and healthcare. All of the Group's technologies have patent protection. VOGO is
present in France (Montpellier, Paris and Grenoble) and in North America, with
an office in New York. The Group has been listed on the Euronext Growth stock
market since November 2018 (ISIN code: FR0011532225 - ALVGO).
For more information: www.vogo-group.com
vogo-group.com
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Contacts
ACTIFIN - Press Relations
Jennifer Jullia
Email: jjullia@actifin.fr
ACTIFIN - Financial Communications
Nicolas Lin/Stéphane Ruiz
Email: nlin@actifin.fr
Disclaimer
This press release and the information contained herein do not, and shall not,
in any circumstances constitute an offer to sell or purchase, or the
solicitation of an offer to sell or purchase VOGO shares in any country.
This press release constitutes promotional material and is not a prospectus
within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament
and of the Council meeting of June 14, 2017 (the "Prospectus Regulation").
In the Member States of the European Economic Area and in the United-Kingdom,
this communication and any offering made hereunder are directed only at persons
who are "qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation.
This document is not an offer to sell securities nor the solicitation of an
offer to purchase securities in the United States of America. VOGO shares or
other securities may not be offered or sold in the United States of America
absent registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or an exemption from registration, it being specified that
the shares of VOGO have not been and will not be registered under the U.S.
Securities Act. VOGO does not intend to register the offer in whole or in part
in the United States of America or to make an offer to the public in the United
States of America.
In the United Kingdom, this press release has not been distributed by and has
not been approved by an "authorized person" within the meaning of Section 21
(1) of the Financial Services and Markets Act 2000.
Accordingly, this press release is only being distributed to, and is only
directed at persons (i) who are not in the United Kingdom, (ii) are "investment
professionals" falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) 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 (all such persons
being together referred to as the "Authorized Persons"). This press release is
addressed only to Authorized Persons and may not be used by any person other
than an Authorized Person.
This press release provides guidance on the objectives of VOGO and contains
prospective statements. This information is not historical data and should not
be construed as a guarantee that the facts and data set out will occur. This
information is based on data, assumptions and estimates considered reasonable
by VOGO. The latter operates in a competitive and rapidly evolving environment.
Therefore, VOGO is not in a position to anticipate all risks, uncertainties or
other factors likely to affect its activity, their potential impact on its
activity, or to what extent the materialization of a risk or combination of
risks could have significantly different results from those mentioned in any
prospective statements. This information is only given on the date of this
press release. VOGO makes no commitment to publish updates of this information
or the assumptions on which it is based, with the exception of any legal or
regulatory obligation applicable to it.
The distribution of this press release may, in certain countries, be subject
to specific regulations. Consequently, persons physically present in these
countries and in which the press release is disseminated, published or
distributed must inform themselves and comply with these laws and regulations.
This press release must not be published, transmitted or distributed, directly
or indirectly, in the United States, Australia, Canada or Japan.