On July 26, 2022, BOE Smart Retail (Hong Kong) Co., Limited, the majority shareholder of
SES-imagotag, jointly held by BOE and SESIM (the company controlled by the Management of SES-imagotag), sold 1.2 million shares of SES-imagotag in a private placement.
The private placement was made by way of an accelerated bookbuilding process, reserved to institutional investors, at a price of €80 per share (the “Placement”).
As indicated in the press release of SES-imagotag dated 3 May 2022, SESIM notified BOE Technology (HK) and BOE Smart Retail of its exercise of the liquidity option (the “Management Liquidity Option”) in accordance with the shareholders' agreement between BOE Technology (HK) and SESIM, an option allowing SESIM to become a direct shareholder of SES-imagotag by withdrawing from BOE Smart Retail.
The Management Liquidity Option will be implemented by way of a capital reduction of BOE Smart Retail (the “Capital Reduction”), as a result of which BOE Smart Retail will notably deliver SES-imagotag Shares to SESIM as consideration for the Capital Reduction and the cancellation of the shares of BOE Smart Retail held by SESIM.
In addition, in order to maintain its current stake in SES-imagotag following the Capital Reduction, SESIM purchased 20% of the shares sold in the Placement at the Placement price, corresponding to 1.5% of the share capital of SES-imagotag.
The payment (in cash) by SESIM of the purchase price of the Company's shares acquired in the Placement and the delivery of such shares shall be deferred until and subject to the completion of the Capital Reduction and the delivery to SESIM of all the SES-imagotag shares which will be delivered to it as a consideration for the Capital Reduction, which is anticipated to occur before the end of September 2022.
After completion of the Placement (and before delivery of the shares to be purchased by SESIM in the Placement and the Capital Reduction), BOE Smart Retail will hold 54.1% of the share capital and voting rights of SES-imagotag.
After completion of the Placement, delivery of the shares to be purchased by SESIM in the Placement and the Capital Reduction, BOE Smart Retail will hold 42% of the share capital and voting rights of
SES-imagotag and SESIM will hold 12% of the share capital and voting rights of SES-imagotag.
This transaction will also increase the free float by 960,000 shares or 6% of the current share capital of SES-imagotag.
BOE Smart Retail and SESIM have agreed to a lock-up commitment for a period starting on the date hereof and ending 90 calendar days after the settlement and delivery of the Placement, subject to certain exceptions.