Clariane annonces two capital increases totalling c. €328 million, to strengthen its fi- nancial structure with the investment of a new major shareholder alongside Credit Agricole Assurances: the group HLD Europe
The group HLD Europe plans to enter the capital of Clariane with an investment representing a shareholding of 20%, through a reserved capital increase that will be submitted to the vote of the next General Meeting of shareholders on 10th June and subject to the approval of an admission prospectus by the Autorité des Marchés Financiers.
HLD Europe will subscribe €74.1 million of the reserved capital increase. The investment funds Flat Footed and Leima Valeurs, presently owning respectively 8.6 % et 5.0% of the Group's capital also plan to participate in this reserved capital increase for c. €15 million for Flat Footed and c. €3 million for Leima Valeurs. The reserved capital increase will therefore be for a total amount of € 92.1 million.
HLD Europe, Flat Footed and Leima Valeurs have commited to invest, together with Crédit Agricole Assurances, in the capital increase with preferential subscription rights voted by the General Meeting of the shareholders on 26th March 2024. This capital increase for an maximum amount of c. €236 million, will be launched following the reserved capital increase and on condition that the reserved capital increase is voted by the shareholders and the approval of the Autorité des Marchés Financiers.
Following these capital increases, the maximum holding of each of these shareholders will be less than 30% of the capital and voting rights.These capital increases will be the third part of Clariane's plan to reduce its debt and strengthen its financial structure, as well pursue as its long-term development strategy, its "At your side” corporate project and its commitments as a purpose-driven company.
The asset disposal programme, the fourth part of the Group's plan to strengthen its financial structure, is expected to generate gross proceeds of c. €1 billion of which around 40% has already been secured.
Disclaimer:
This press release does not constitute, and shall not be deemed to constitute, an offer to the public or an offer to purchase or the solicitation of public interest in a transaction by way of public offer, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful absent registration or approval under the securities laws of such state or jurisdiction. The distribution of this document may be subject to specific restrictions in certain countries. Persons in possession of this document are required to inform themselves of and to observe any such local restrictions. The shares of Clariane S.E. (the “Company”) (and any rights to subscribe for shares of the Company) 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 within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities.
An admission prospectus relating to the reserved capital increase will be submitted to Clariane S.E. for approval by the Autorité des marchés financiers prior to the Annual General Meeting of Shareholders on June 10, 2024.
A prospectus relating to the capital increase will be submitted by Clariane S.E. to the Autorité des marchés financiers for approval before the effective launch of the capital increase.
This document contains forward-looking statements that involve risks and uncertainties, including information incorporated by reference, regarding the Group’s expected growth and profitability in the future that may significantly impact the expected performance indicated in the forward-looking statements. These risks and uncertainties relate to factors that the Company can neither control nor accurately estimate, such as future market conditions. Any forward-looking statements made in this document express expectations for the future and should be regarded as such. Actual events or results may differ from those described in this document due to a number of risks and uncertainties that are described in Chapter 2 of the 2023 Universal Registration Document filed with the Autorité des Marchés Financiers (AMF) on April 30, 2023 under the registration number D.24-0380, which is available on the Company's website, on the website of the French financial markets authority, AMF (www.amf-france.org). All forward-looking statements included in this document speak only as of the date of this press release. Clariane S.E. undertakes no obligation and assumes no responsibility to update the information contained herein beyond what is required by applicable regulations.
In this press release, unless otherwise indicated, all changes are expressed on an annual basis (2024/2023), and at constant scope of consolidation and exchange rates.
The main alternative performance indicators (APIs), such as EBITDA, EBIT, net debt and financial leverage, are defined in the Universal Registration Document available on the company's website at www.clariane.com.
