Oversubscribed by over ten times, at €24.80 per share, at the top end of the indicative price range, for a total amount of approximately €652.2 million, which may be increased to approximately €750 million if the over-allotment option is fully exercised.
Numericable Group, a French leader in cable and fiber, today announces the success of its initial public offering on the regulated market of NYSE Euronext in Paris (Compartment A).
The offering generated strong demand from both French and international institutional investors and was oversubscribed by over ten times. The Offering Price has been set at the top end of the indicative price range, at €24.80 per share.
The Global Offering amounts to approximately €652.2 million, consisting of a capital increase of approximately €250 million and a sale of existing shares by Carlyle Cable Investment SC (“Carlyle”) and CCI (F3) S.à.r.l. (“Cinven”) amounting to approximately €402.2 million. If the over-allotment option is fully exercised, as described below, the Global Offering will amount to approximately €750 million. The Employee Offering was subscribed for approximately €1 million at €19.84 per share.
Trading in Numericable Group’s shares will begin on November 8, 2013. Settlement and delivery of the Global Offering is expected to occur on November 12, 2013. Settlement and delivery of the Employee Offering is expected to occur on November 26, 2013.
Following the Global Offering and the Employee Offering (based on a capital increase for the Employee Offering of a maximum of €1,053,206.40 (i.e., up to 53,085 shares)), after the completion of all concurrent share transfers, and if the over-allotment option is exercised in full, Numericable Group’s share capital will be held as follows: Altice 30%, Carlyle 26%, Cinven 18% and a public float of 24%.
Commenting on the results of the offering, Eric Denoyer, CEO of Numericable Group, stated: “We are very pleased with the success of Numericable Group’s IPO, which reflects investor confidence in the Group’s performance and in our ability to benefit from the expected continued growth of the high speed broadband market. With the support of its shareholders, Numericable Group will increase its investments in its fiber network and accelerate its growth dynamic.”
General Terms of the Global Offering:
Offering Price
The offering price for the Global Offering is €24.80 per share.
Breakdown of the Global Offering (Before Any Exercise of the Over-Allotment Option)
- 24,016,932 shares were placed in the International Offering (i.e., approximately €595.6 million or approximately 91.3% of the total shares offered).
- 2,280,403 shares were placed in the French Public Offering (i.e., approximately €56.6 million or approximately 8.7% of the total shares offered).
Size of the Offering
The gross proceeds of the French Public Offering and the International Offering represent a total amount of approximately €652.2 million (before any exercise of the Over-Allotment Option), including approximately €250 million of New Shares (i.e. 10,080,645 New Shares) and approximately €402.2 million of Existing Shares (i.e., 16,216,690 Existing Shares) sold by Carlyle (5,405,563 shares) and Cinven (10,811,127 shares).
Cinven and Carlyle have granted an Over-Allotment Option to the financial intermediaries identified below. The Over-Allotment Option is exercisable from November 7, 2013 to December 7, 2013 (inclusive) and relates to up to 15% of the amount of the Global Offering, i.e., up to an additional 3,944,600 Existing Shares sold by Carlyle (1,314,867 shares) and Cinven (2,629,733 shares).
If the Over-Allotment Option is exercised in full, the total gross proceeds of the Global Offering will be approximately €750 million, i.e., 30,241,935 shares, representing approximately 24% of the share capital and voting rights of Numericable Group (based on a capital increase for the Employee Offering of a maximum of €1,053,206 (i.e., up to 53,085 shares)).
Size of the Employee Offering
The Employee Offering was subscribed for a total amount of approximately €1 million at €19.84 per share.
Shareholding Structure
The table below sets forth the allocation of the Company’s share capital following the Global Offering, the Employee Offering (based on a capital increase for the Employee Offering of a maximum of
€1,053,206.40 (i.e., up to 53,085 shares)), the Sale to Altice, the Pechel/Five Arrows Sale, and the exercise of the options granted by Altice, Carlyle and Cinven to Cordial Consulting Ltd., assuming (i) no or (ii) full exercise of the Over-Allotment Option:
| Before exercise of the Over-Allotment Option | After Exercise of the Over-Allotment Option | |||
|---|---|---|---|---|
| Shareholders | Number of shares | % of share capital and voting rights | Number of shares | $ of share capital and voting rights |
| Altice (including shares deemed to be owned by Altice)(1) | 37,182,889 | 30% | 37,182,889 | 30% |
| Carlyle Cable Investment SC | 33,927,497 | 27% | 32,612,630 | 26% |
| Total of the Group acting in concert constituted by Altice, Carlyle and Cinven | 96,356,499 | 78% | 92,411,899 | 75% |
| Fiberman S.C.A. | 1,137,154 | 1% | 1,137,154 | 1% |
| Board members | 601 | 0% | 601 | 0% |
| Public float | 26,350,420 | 21% | 30,295,020 | 24% |
| Cordial Consulting Ltd. (2) | 98,285 | 0% | 98,285 | 0% |
| Total | 123,942,959 | 100% | 123,942,959 | 100% |
| (1) Including the call options granted by the Pechel Funds and the Five Arrows Funds, in accordance with Article L.233-9 of the French Commercial Code. | ||||
| (2) Shares to be acquired upon exercise of the call option granted by Altice, Carlyle and Cinven to Cordial Consulting Ltd., an entity owned by Pierre Danon, former Chairman-CEO of the Group (98,285 shares at a price of |
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Banking Syndicate
Deutsche Bank AG and J.P. Morgan Securities plc are acting as Joint Global Coordinators. Crédit Agricole Corporate and Investment Bank, HSBC France and Morgan Stanley & Co.
International are acting as Joint Bookrunners.
Jefferies International Ltd, Nomura International plc and Oddo & Cie are acting as Joint LeadManagers.
Information available to the Public
Copies of the initial public offering prospectus (the “Prospectus”) approved by the AMF under visa number 13-572 on October 25, 2013, comprised of a Document de Base registered on September 18, 2013 under n°I.13-043, an update to the Document de Base filed with the AMF on October 25, 2013 under n°I.13-0888-A01 and a Note d’Opération (including a summary of the Prospectus) are available free of charge at the Company’s registered office and from financial intermediaries, as well as on the websites of the AMF (www.amf-france.org) and of Numericable Group (www.numericable.com).
Numericable Group draws the public’s attention to Chapter 4 “Risk Factors” of the Document de Base and the update thereto registered with the AMF and Chapter 2 of the Note d’Opération. These risks may have a material adverse effect on the Group, its business, financial condition, results of operations or growth prospects as well as on the market price of Numericable Group’s shares once listed on Euronext Paris.