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  WALLIX company press release from 22/05/2018

  22/05/2018 - 20:30

RESOUNDING SUCCESS OF SHARE CAPITAL INCREASE TOTALING EUR 36.8 MILLION AFTER FULL EXERCISE OF EXTENSION CLAUSE


  • GLOBAL DEMAND OF €58.9 MILLION, MORE THAN 1.8 TIMES OVER-SUBSCRIBED
  • 1,533,332 NEW SHARES ISSUED AT €24.00 PER SHARE

WALLIX GROUP (ALLIX: FR0010131409 - Euronext Growth), a software company providing cyber security solutions and a European specialist in privileged account management and protection, today announces the success of its capital increase, announced on May 16 this year, performed without shareholders' preferential subscription rights by way of a public offering, and with a priority subscription period[1] for existing shareholders only on an pro rata and irreducible basis (the "Offering"). This transaction enabled the Company to raise €36.8 million (issue premium included), following full exercise of the extension clause.

Jean-Noël de Galzain, Chairman of the WALLIX GROUP Management Board, made the following comments: "I would like to thank all existing and new investors in and outside France who contributed to the resounding success of our capital increase. As GDPR heralds in a new chapter in the history of digital technology on 25 May this year, the funds raised will help WALLIX create a new European leader in PAM (Privileged Access Management) and cloud cyber security.”

Total investor demand amounted to €58.9 million, i.e. 1.8 times the initial amount of the Offering (€32.0 million). Given the level of demand expressed, the Company decided to exercise the Offering extension clause in full. The subscription price for new shares was set by the Company's Management Board on May 22, 2018 at €24.00 per share, resulting in a discount of 1.23% on the closing price at May 22, 2018.

The capital increase amounted to a total of €36,799,968, including the issue premium, and was carried out via the issuance of 1,533,332 new shares.

Total investor demand is part of:

  • the Company's existing shareholders, who subscribed for their irreducible and pro rata entitlement during the priority subscription period reserved for them, for a total amount of €10.5 million;
  • institutional investors, as part of a global placement including a private placement in France, primarily intended for qualified investors, and an international private placement intended for institutional investors in certain other countries, for a total amount of €47.8 million;
  • individual investors (shareholders wishing to subscribe for additional shares, in excess of their entitlement under the priority subscription period, and new retail investors) as part of the open price public offering for a total amount of €0.6 million.

Net proceeds of the Offering (€34.1 million) will provide the Company with the means to pursue its development and notably, in order of priority, to finance:

  • its new 2018-2021 organic growth plan, representing approximately one third of net proceeds from the share issuance, which will be devoted to the expansion of the sales and marketing teams, as well as resources dedicated to the creation of a network of resellers and the development of its network of partners and strategic alliances;
  • external growth transactions, representing around two thirds of net proceeds from the share issuance. The Company has not made commitments in relation to any external growth projects currently underway[2].

Settlement/delivery and the admission of the new shares for trading on Euronext Growth Paris are slated for May 24, 2018. The new shares will be immediately fungible with existing shares and will be traded on the same listing line as existing shares under ISIN code FR0010131409.

For information purposes, the proportion of capital held by a shareholder holding 1% of the Company's share capital[3] prior to the issuance of 1,533,332 new shares as part of the Offering and not subscribing to said Offering amounts to approximately 0.74% following the capital increase.

To the Company's knowledge, the shareholder structure following the capital increase will break down as follows:

 
 
Undiluted position
  Number of shares Exercisable voting rights Theoretical voting rights % of capital % of exercisable voting rights % of theoretical voting rights
Jean-Noël de Galzain 116,252 232,504 232,504 2.08 3,44 3.43
JINCO Invest(1) 488,842 488,842 488,842 8.76 7.23 7.22
Amaury Rosset 244,320 488,640 488,640 4.38 7.22 7.22
Didier Lesteven 14,220 14,220 14,220 0.25 0.21 0.21
Total executive corporate officers 863,634 1,224,206 1,224,206 15.48 18.10 18.08
TDH(2) 433,170 866,340 866,340 7.77 12,81 12.80
Access2net(3) 14,000 28,000 28,000 0.25 0.41 0.41
Total non-executive corporate officers 447,170 894,340 894,340 8.02 13.22 13.21
Employees 32,550 42,600 42,600 0.58 0.63 0.63
Treasury shares 5,409 - 5,409 0.10 - 0.08
Public float 4,229,279 4,603,595 4,603,595 75.30 68.05 68.00
Total 5,460,094 6,764,741 6,770,150 100.00 100.00 100.00
(1) Jean-Noël de Galzain family holding.
(2) Company controlled by Thierry Dassault.
(3) Access2net, represented by Pierre-Yves Dargaud, resigned from its position as a member of the Supervisory Board on March 30, 2017. Pierre-Yves Dargaud was appointed member and Vice-Chairman of the Supervisory Board as of this date.
 
               



Joint Lead Manager, Bookrunners, Listing Sponsor:

Joint Lead Manager and Bookrunners Listing Sponsor
MIDCAP PARTNERS ODDO BHF SPONSOR Finance



AVAILABILITY OF THE PROSPECTUS

A prospectus comprising the Registration Document registered with the AMF on April 27, 2018 under number R.18-033, as well as a securities note (including the prospectus summary) was approved by the AMF under no. 18-173 on May 15, 2018.

Copies of the prospectus are available free of charge at the Company's registered office, on the AMF website (www.amf-france.org) and on the Company's website (www.wallix-bourse.com).

Investors are encouraged to carefully consider the risk factors presented under Section 4 of the Registration Document and Section 2 of the securities note before making their investment decision.



MORE INFORMATION AT WWW.WALLIX-BOURSE.COM

Next publication: H1 2018 consolidated turnover, July 26, 2018

 

ABOUT WALLIX
 
A software company providing cyber security solutions, WALLIX Group is a European specialist in privileged account
governance.
In response to recent regulatory change (NIS/GDPR in Europe and OVIs in France) and the cyber security threats affecting all companies today, Bastion helps users protect their critical IT assets: data, servers, terminals and connected objects. It is the first market solution to have been awarded first-level security certification (CSPN) by France's National Cybersecurity Agency (ANSSI) and thus meet all of the criteria for regulatory compliance
WALLIX accompanies more than 570 companies and organizations on a day-to-day basis, securing the access to more than 200,000 hardware and software resources. Its solutions are marketed through a network of more than 130 resellers and trained and accredited integrators. Listed on Euronext under the code ALLIX, WALLIX Group is a leader on the PAM market with a strong presence throughout Europe and EMEA. Alain Afflelou, Dassault Aviation, Gulf Air, Maroc Telecom, McDonald's, Michelin, and PSA Peugeot-Citroën trust WALLIX to secure their information systems.
WALLIX Bastion was a winner at the 2016 Computing Security Awards and has been rated Best Buy by SC Magazine, as well as being named among the PAM leaders in the Product and Innovation categories of the KuppingerCole 2017 Leadership Compass report. The company is a member of Bpifrance Excellence, a champion of the Pôle Systematic Paris Region cluster and a founding member of the Hexatrust grouping of cyber security companies. In 2017, WALLIX Group was included in Forbes France's Futur40 ranking of fastest-growing listed companies.
For more information, visit the WALLIX website at: www.wallix.com

 

 ACTUS finance & communication
Natacha Morandi - Investor Relations
Tel. +33 (0)1 53 67 36 94 / wallix@actus.fr
 ACTUS finance & communication
Nicolas Bouchez - Financial Press Relations
Tel. +33 (0)1 53 67 36 74 / nbouchez@actus.fr



DISCLAIMER

This press release is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia or Japan.

No communication and no information in respect of the offering or of WALLIX GROUP 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 distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.

This document is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the “Prospectus Directive”).

With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council of November 4, 2003, as amended (the “Prospectus Directive”), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of Article 3(2) of the Prospective Directive or, otherwise, in cases not requiring the publication of a prospectus under Article 3 of the Prospective Directive and/or the applicable regulations in such Member State.

This press release does not constitute an offer to purchase or to subscribe for securities in the United States or in any other jurisdiction.

This press release and the information it contains do not, and will not, constitute a public offering nor an invitation to solicit the interest of public in France, nor an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, securities of WALLIX GROUP in the United States of America or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), it being specified that the securities of WALLIX GROUP have not been and will not be registered within the U.S. Securities Act. WALLIX GROUP does not intend to register securities or conduct a public offering in the United States of America.

This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

Any decision to subscribe for or purchase the shares or other securities of WALLIX GROUP must be made solely based on information publicly available about WALLIX GROUP.

 

[1] The priority subscription period allowed Wallix Group shareholders registered as of May 15, 2018, and wishing to do so, to subscribe on a pro rata and rreducible basis to the portion of WALLIX GROUP's share capital they hold, during a four-day period. The priority subscription period only covered the initial amount of the issuance (excluding any exercise of the extension clause).

[2] Accordingly, the portion of net proceeds from the issuance of new shares allocated to external growth will be retained by the Company until external growth opportunities materialize or until it decides to reallocate these funds. In this case, the market will be duly informed.

[3] Share capital composed of 4,044,710 shares