- Subscription price: €5.40 per new share
- Subscription ratio: 16 new shares for 11 existing shares
- Detachment of preferential subscription rights on November 10, 2021 and subscriptions open from November 12 to 25, 2021 inclusive
- Subscription Commitment of TDK for 100% of the issue by offsetting receivables, on a reducible and irreducible basis, and subscription intention of Thalès Avionics, by cash on an irreductible basis, for 3.5%.
Grenoble, France and Dallas TX, USA, November 5, 2021 – Tronics, a TDK Group Company that manufactures custom MEMS products and standard inertial sensors for industrial applications, announces the launch of a €28.9 million capital increase through the issue of new shares paid for in cash or by offsetting receivables, with preferential subscription rights for all shareholders.
This capital increase is guaranteed by TDK Electronics AG, the majority shareholder of Tronics. TDK Electronic AG has irrevocably undertaken to subscribe by offsetting receivables, on an irreducible basis in proportion to its existing share of the capital (74.26%) and on a reducible basis up to a maximum of €28.9 million, a subscription commitment of between 74.26% and 100% of the New Shares. TDK Electronics AG has supported Tronics's development for several years with regular cash contributions in the form of loans.
Thalès Avionics, another major Group shareholder, has also undertaken to subscribe in cash, a part of its preferential subscription rights on an irreducible basis, in order to maintain a shareholding of approximately 10%, i.e. an amount of €1 million.
The French Financial Markets Authority (AMF) approved the Prospectus relating to this transaction on November 4, 2021 under number 21-472. This capital increase is carried out in accordance with the twelfth resolution adopted by the combined general meeting of shareholders of the Company on October 19, 2021.
The purpose of the capital increase is to restore the financial position of Tronics by rebuilding its currently negative shareholders' equity, so that it can continue to grow its business.
MAIN TERMS OF THE CAPITAL INCREASE WITH MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHTS
Tronics is launching a capital increase through the issue of New Shares paid for in cash or by offsetting receivables, with preferential subscription rights for all shareholders, for a gross amount of €28.9 million, at a ratio of 16 new shares to 11 existing shares.
Each Tronics shareholder will be granted, on November 10, 2021, 1 preferential subscription rights for each 1 share held and recorded in their securities account at close of business on November 9, 2021, in accordance with the provisional schedule below.
The Offering will be open to the public in France only.
NUMBER OF SHARES OFFERED
5,360,884 New Shares with a par value of €1 each.
The subscription period for the New Shares will be open from November 12, 2021 to November 25, 2021 inclusive.
SUBSCRIPTION PRICE OF THE NEW SHARES
The New Shares are issued at a subscription price of €5.40, including a nominal value of €1 and a premium of €4.40, i.e. 28,948,773.60 euros, to be fully paid up at the time of subscription, by payment in cash or by offsetting debts, representing a premium of 8.00% over the last quoted price of €5. This price has been set in line with the volume-weighted average price of the Company's shares over the ten trading days preceding the date of approval of the Prospectus by the AMF, i.e. €5.41, allowing to take into account the low liquidity of the share, and showing a discount of 0.2%.
The subscription price of the New Shares has been set at €5.40 per share (i.e. €1 par value and €4.40 share premium), representing €28,948,773.60.
Similarly, the theoretical value of the preferential subscription right is €(0.24) and the theoretical value of the ex-rights share is €5.24. The issue price of the New Shares represents a bonus of 3.11% to the theoretical value of the ex-rights share.
These values do not reflect the value of the preferential subscription right during the preferential subscription right trading period, nor the value of the ex-rights share, nor the discounts, as they will be established on the market.
GROSS AMOUNT OF THE TRANSACTION
The total amount of the issue, including the issue premium, is €28,948,773.60 (€5,360,884 par value and €23,587,889.60 issue premium), calculated as the number of New Shares issued (5,360,884 New Shares) multiplied by the subscription price of one New Share €5.40 (comprising €1 par value and €4.40 issue premium).
PREFERENTIAL SUBSCRIPTION RIGHTS
The subscription of the New Shares will be reserved, on a priority basis:
- for holders of Existing Shares recorded in their securities account at the close of business on November 9, 2021 in accordance with the provisional schedule, on the basis of one preferential subscription right per existing share;
- for transferees of the preferential subscription rights.
In order to exercise their preferential subscription rights, holders must submit a request via their authorised financial intermediary at any time between November 12, 2021 and November 25, 2021 inclusive and pay the corresponding subscription price. Preferential subscription rights that are not exercised will automatically expire at the end of the subscription period, i.e. on November 25, 2021, at the close of trading.
Subscribers who have made irreducible subscription orders are guaranteed, subject to the effective completion of the Capital Increase with preferential subscription rights, to receive the number of Offered Shares they have subscribed for within the applicable timeframes. Those who have made reducible subscription orders will be informed of their allocation by their financial intermediary.
Fractional preferential subscription rights may be sold on Euronext Growth Paris during the preferential subscription right trading period.
Subscription orders are irrevocable.
LISTING AND PROCEDURE FOR EXERCISING PREFERENTIAL SUBSCRIPTION RIGHTS
The preferential subscription rights will be detached on November 10, 2021, and may be traded on Euronext Paris from November 10, 2021 until the close of the preferential subscription right trading period, i.e. until November 23, 2021 inclusive (at the close of trading), under ISIN code FR0014006979.
INTENTIONS AND SUBSCRIPTION COMMITMENTS OF MAJOR SHAREHOLDERS
In order to guarantee the completion of the capital increase, TDK Electronics AG, the reference shareholder holding 74.26% of the Company's share capital prior to the Offering, has irrevocably undertaken to subscribe to the capital increase by exercising all of its preferential subscription rights on an irreducible basis and on a reducible basis to new shares of the Company, by way of offsetting against receivables, for an amount of €28.95 million, a subscription commitment of between 74.26% and 100% of the New Shares.
Thales Avionics SAS, which holds 19.86% of the Company's share capital prior to the Offering, has undertaken to subscribe to the capital increase in cash by exercising 128,374 preferential subscription rights to new shares of the Company for an amount of €1,0 million.
As of the date of this Prospectus, the Company is not aware of any intention of other shareholders or members of its administrative or management bodies to participate in the Capital Increase with preferential subscription rights.
IMPACT OF THE ISSUE ON THE SHAREHOLDER'S FINANCIAL POSITION AND ON THE COMPANY'S SHAREHOLDERS' EQUITY
By way of illustration, the impact of the issue of the Offered Shares on the stake of a shareholder holding 1% of the share capital of the Company prior to the issue of the Offered Shares and not subscribing to the issue of the Offered Shares (calculated on the basis of the number of shares comprising the share capital of the Company at the Prospectus date) would be as follows:
|Before issuance of the New Shares from the present capital increase||1.00%|
|After the issue of 5,360,884 New Shares resulting from the present capital increase||0.41%|
Based on the consolidated shareholders' equity of the Company as at August 31, 2021, the consolidated shareholders' equity per share, before and after the Offering, would be as follows (after allocation of transaction costs) :
|Share of consolidated shareholders' equity (in euros)|
|Before issuance of the New Shares from the present capital increase||-6.87|
|After the issue of 5,360,884 New Shares resulting from the present capital increase||0.35|
PROVISIONAL SCHEDULE OF THE CAPITAL INCREASE
|November 3, 2021||Executive Board decides on the terms of the Offering|
|November 4, 2021||Approval of the Prospectus by the AMF|
|November 5, 2021||Publication of a press release outlining the main features of the operation and the conditions under which the Prospectus is made available |
Publication of the issue notice by Euronext
|November 9, 2021||Accounting day at the end of which the holders of existing shares recorded in their securities accounts will be granted preferential subscription rights|
|November 10, 2021||Detachment and opening of trading of preferential subscription rights on Euronext Growth Paris|
|November 12, 2021||Opening of subscription period|
|November 23, 2021||End of trading of preferential subscription rights on Euronext Growth Paris|
|November 25, 2021||Close of subscription period|
|November 30, 2021||Publication of a Company press release announcing the result of the subscriptions |
Publication by Euronext of the notice of listing of the Offered Shares indicating the final amount of the capital increase and the pro rata allocations for subscriptions on a reducible basis
|December 2, 2021||Issue of the Offered Shares - Settlement/delivery|
|December 3, 2021||Offered Shares admitted to trading on Euronext Growth Paris|
Share name: TRONICS
ISIN code: FR0004175099
Ticker symbol: ALTRO
Place of listing: Euronext Paris
ICB business sector: semiconductors
ICB classification: 9576
Copies of the Prospectus are available free of charge at the registered office of the Company.
The Prospectus is also available on the Company's website (www.tronicsgroup.com) and on the AMF website (http://www.amf-france.org). The information provided on the Company's website does not form part of the Prospectus and has not been reviewed or approved by the AMF.
The Company draws the public's attention to the material risk factors specific to the Group and to the Offered Shares to be issued and admitted to trading as set out in Chapter 4 of the Prospectus.
Investors are advised to read the Prospectus in its entirety before making any investment decision and to make their own assessment as to the suitability of investing in the financial securities concerned. Shareholders are invited to regularly consult the page dedicated to the operation on the Company's website www.tronicsgroup-bourse.com, which will be updated whenever necessary.
About Tronics Microsystems
Tronics Microsystems is a division of TDK's Temperature & Pressure Sensors Business Group that manufactures custom MEMS products and standard inertial sensors for industrial applications. Addressing high-growth markets relying on increasing miniaturization of electronic devices, the company provides custom and standard products especially to the industrial, aeronautics, security, and medical markets. Founded in 1997, Tronics is located in Crolles, near Grenoble (France) and in Dallas, Texas (United States), and has around 100 employees, most of them engineers and scientists. Following a tender offer ending January 2017, TDK Electronics AG now holds 74 percent of Tronics' shares.
* ISIN code : FR0004175099 ALTRO
About TDK Corporation
TDK Corporation is a world leader in electronic solutions for the smart society based in Tokyo, Japan. Built on a foundation of material sciences mastery, TDK welcomes societal transformation by resolutely remaining at the forefront of technological evolution and deliberately “Attracting Tomorrow.” It was established in 1935 to commercialize ferrite, a key material in electronic and magnetic products. TDK's comprehensive, innovation driven portfolio features passive components such as ceramic, aluminum electrolytic and film capacitors, as well as magnetics, high-frequency, and piezo and protection devices. The product spectrum also includes sensors and sensor systems such as temperature and pressure, magnetic, and MEMS sensors. In addition, TDK provides power supplies and energy devices, magnetic heads and more. These products are marketed under the product brands TDK, EPCOS, InvenSense, Micronas, Tronics and TDK-Lambda. TDK focuses on demanding markets in the areas of information and communication technology and automotive, industrial and consumer electronics. The company has a network of design and manufacturing locations and sales offices in Asia, Europe, and in North and South America. In the 2021 financial year, TDK achieved a turnover of USD 13.3 billion and employed around 129,000 people worldwide.
|TRONICS CONTACT |
Director, Marketing & Business Development
Phone: 00 33 4 76 97 29 50
For more information: www.tronicsgroup-bourse.com/en/
The contents of this press release have been prepared by and are the sole responsibility of Tronic's Microsystems.
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With respect to the member states of the European Economic Area (other than France) and the United Kingdom (each a “Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of the Securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the Securities may not and will not be offered in any Relevant State except in accordance with the exemptions set forth in NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by Tronic's Microsystems of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant State.
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This press release does not constitute or form part of any offer of Securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Tronic's Microsystems does not intend to register all or any portion of the Securities in the United States under the Securities Act or to conduct a public offering of the Securities in the United States.
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