Actusnews Wire - French company specializing in the dissemination of regulated information

  WALLIX company press release from 08/06/2023 - WALLIX launches EUR 9 million fundraiser to ramp up the external growth of its Unicorn 25 plan

  08/06/2023 - 18:20

WALLIX launches EUR 9 million fundraiser to ramp up the external growth of its Unicorn 25 plan


  • Capital increase of around €4 million comprising a private placement with accelerated bookbuilding and a public offering via the PrimaryBid platform;
  • Issue Price of new shares : 10.50 € per share;
  • Issuance of €5 million in convertible bonds to be fully subscribed by investment funds managed by NextStage AM.

This document may not be distributed, directly or indirectly, in the United States of America, Canada, Australia or Japan.

Paris, June 8, 2023 - WALLIX (Euronext ALLIX), a European cybersecurity software developer and expert in privileged access management (PAM), launches a fundraiser to raise around €9 million to finance the ramp-up of its strategic plan.

Reasons behind the fundraiser

The funds raised will help ramp up the implementation of the acquisition limb of the Unicorn 25 plan. Following the recently announced strategic acquisition of Kleverware, WALLIX intends to pursue its acquisition plan by focusing simultaneously on enhancing and expanding its expertise across certain strategic segments of Identity and Access Management (IAM) and industrial cybersecurity, while strengthening its client base.

This fundraising is also associated with a bank loan of around €2.5m. The characteristics of this bank loan are currently being finalized.

As a reminder, organic growth under the Unicorn 25 plan is being self-funded with existing resources. Investments were largely carried out in 2022, including the enhancement of the offering (launch of WALLIX, PAM4ALL, OT.security, SaaS Remote Access), consolidation of the Group's positioning in Europe and development in North America.

Jean-Noël de Galzain, Chairman and Chief Executive Officer of the WALLIX GROUP, said: “We started 2023 with an excellent sales momentum as evidenced by first quarter growth of over 30%. With the foundations for future growth already in place, WALLIX can now seize acquisition opportunities and build a bold sovereign offering in access and digital identity cybersecurity in Europe. The fundraising combined with the convertibles bonds and the bank loan will give us an additional €11.5 million financial leverage to finance acquisitions. There is a substantial market to be covered, yet little equipped, especially in the industrial segment, while the NIS2 Directive is expected to spur businesses to step up their investment in cyber equipment over the coming years. We are thrilled to have the support of NextStage AM and our shareholders, and I renew my commitment In this coming phase of our development by subscribing to this operation.”

Terms and conditions of fundraising

In accordance with the decisions of the Board of Directors held on May 30, 2023, the fundraising (the "Operation") will be carried out through two distinct but concurrent offerings:

  • an offer through the issuance of new shares without preferential subscription rights via private placement, as referred to in Article L. 411-2 (1) of the French Monetary and Financial Code, (in accordance with Resolution 22 of the Combined Shareholders' Meeting of June 15, 2022, on the basis of Article L. 225-136 of the French Commercial Code) (“Private Placement”);
  • a public offering of new shares aimed at individual investors via the PrimaryBid platform, to be allotted in proportion to demand up to the maximum amount allocated to this public offering, with reduced allotments where applicable in the event of excess demand, on the basis of Article L. 225-136 of the French Commercial Code (in accordance with Resolution 21 of the Combined Shareholders' Meeting of June 15, 2022) (“PrimaryBid Offer”).

Gross proceeds from the capital increase are expected to reach a target of around €4 million. It is specified that the PrimaryBid Offer for individual investors is secondary to the Private Placement and will represent a maximum of 20% of the Transaction amount. In any event, the PrimaryBid Offer will not take place if the Private Placement does not take place.

The Private Placement will involve accelerated bookbuilding, following which the number of the new shares to be issued at €10.50 will be established. The subscription price for the new shares will be identical for both Private Placement and PrimaryBid Offer.

The price per share of the Private Placement of €10.50 is equal to the volume-weighted average price of the WALLIX share over the last three trading days prior to the setting of the issue price, less a discount of 16%.

Prior to the launch of the fundraising, Jean-Noël de GALZAIN, Chief Executive Officer of WALLIX, pledged to underwrite in the context of the Private Placement for an amount of €0.105 million, representing 10 000 shares.

The Transaction will begin on Thursday, June 8, 2023, immediately after close of trading. The PrimaryBid Offer will close at 10.00 p.m. The Private Placement is set to close before start of trading on Friday 9, 2023, subject to any early closing or extensions.

The Company will announce the outcome of the Transaction in a press release to be published as soon as possible following the closing of the order book.

The definitive number of new shares issued and their corresponding subscription price will be decided by the Chairman of the Board of Directors pursuant to the further delegation of authority granted by the Company's Board of Directors on May 30, 2023.

The new shares issued will be fungible with existing shares and subject to a request for admission to trading on Euronext Growth Paris on the same listing line (ISIN: FR0010131409 - ALLIX).

Settlement/delivery and the admission of the new shares to trading on Euronext Growth are slated for June 13, 2023.

In accordance with Articles 1.4 and 3.2 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, Articles L. 411-2 and L. 411-2-1 of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the French financial markets authority (AMF), the Transaction will not result in the drafting of a prospectus to be submitted to the AMF for approval.

Convertible bond issuance

In conjunction with its capital increase, WALLIX has signed an agreement with NextStage AM investment firm on a term sheet for the subscription of bonds convertible into shares (“OCA 2023”) for a total amount of €5 million.

Since 2002, NextStage AM has supported the development of growth entrepreneurs thanks to its “Capital-Investissement” (private equity) multi-strategy platform, representing at 2021 year-end nearly €7 billion in assets under management directly or indirectly collected from institutional and individual investors.

The main characteristics[1] of the OCA 2023 convertible bond issue are as follows:

Loan amount  €5.0 million
Bond maturity 4 tranches from December 31, 2026 to December 31, 2029
Annual coupon 6%
Conversion price  €16
Annual non-conversion premium 8% (non-compounded)

.

Risk factors

Attention is drawn to the risk factors relating to the Company and its business, as set out in section 5 of the management report included in the 2022 annual financial report published on the Company's website (https://investors.wallix.com/en/regulatory-information).

The occurrence of all or some of these risks could have an adverse impact on the Company's business, financial position, earnings, growth and outlook. The risk factors set out in the said management report are identical to those applicable as of the date of this press release.

Furthermore, investors are advised to consider the following risks related to the issue:

  • the market price of the Company's shares may fluctuate and fall below the subscription price of the shares issued as part of the fundraising,
  • the volatility and liquidity of the Company's shares may fluctuate significantly,
  • disposals of the Company's shares on the market could have an adverse impact on the Company's share price, and
  • in addition to the dilution resulting from the Operation, the Company's shareholders may be exposed to substantial dilution resulting from any future capital increases.

Financial intermediaries and advisors

TP ICAP Midcap acts as Global Coordinator, Lead Manager and Bookrunner.

Within the framework of the PrimaryBid Offering, investors may only subscribe through PrimaryBid partners listed on the PrimaryBid website (https://primarybid.fr/).

Shearman & Associates LLP acts as legal counsel for this Private Placement. ACTUS finance & communication acts as financial communication adviser.

ABOUT WALLIX

WALLIX is the European specialist in access and digital identity security and the world leader in PAM (Privileged Access Management). Its technologies enable organizations to meet today's challenges in IT network protection and data security. They also provide detection and resilience to cyberattacks and protect organizations' digital assets in addition to maintaining business continuity of IT systems, in the cloud, and in industrial networks. These technologies simplify compliance with regulatory requirements for access to critical IT infrastructure and data. With its PAM4ALL, PAM4OT, and Trustelem solutions, WALLIX helps its customers modernize their information systems and put cybersecurity at the service of their digital transformation. The company relies on a network of certified distributors, resellers, and integrators to support more than 2,000 organizations worldwide in all sectors of the economy. The company is listed on Euronext (ALLIX). The founders and managers, as well as the investment structure T.D.H (Thierry Dassault Holding) are the historical reference shareholders.

OT.security by WALLIX is a brand dedicated to the security of digital access and identities in industrial environments.

WALLIX affirms its digital responsibility and is committed to contributing to the construction of a trusted European digital space, guaranteeing the security and confidentiality of data for organizations as well as for individuals concerned about the protection of their digital identity and privacy. Digital technology, whether for professional or personal use, must be ethical and responsible in order to pursue a secure societal digital transformation that respects individual freedoms.

www.wallix.com | info@wallix.com

FINANCIAL COMMUNICATION

ACTUS Finance & Communication

Investors Relations - Hélène DE WATTEVILLE
+33 1 53 67 36 33 / wallix@actus.fr

Press Relations - Déborah SCHWARTZ
+33 6 27 09 05 73 / dschwartz@actus.fr

DISCLAIMER

This press release and the information it contains do not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, shares in WALLIX in any country.

This press release constitutes a promotional communication and not a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation").

With respect to member states of the European Economic Area (with the exception of France) this communication and the offering to which it relates is only addressed to and directed at persons who are "Qualified Investors" within the meaning of Article 2(e) of the Prospectus Regulation. The shares to which this communication relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with Qualified Investors. This communication should not be acted upon or relied upon in any member state of the EEA (with the exception of France) by persons who are not Qualified Investors. .

With respect to France, the offer of shares to the public through the PrimaryBid Offer is exempt from the obligation to produce a prospectus pursuant to article L.411-2-1, 1°of the French Code monétaire et financier and article 211-2 of the General Regulation of the AMF. In France this communication and any subsequent communication is directed at both Qualified Investors and to the public

This press release does not constitute an offer to sell securities or the solicitation of an offer to buy or subscribe for securities in the United States of America. The shares, or any other securities, of WALLIX may not be offered or sold in the United States of America except pursuant to registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from the registration requirements, it being specified that the shares of WALLIX have not been and will not be registered under the U.S. Securities Act. WALLIX does not intend to register the offering in whole or in part in the United States of America or to conduct a public offering in the United States of America.

With respect to the United Kingdom, the press release is addressed to and directed only at persons located (x) outside the United Kingdom or (y) in the United Kingdom, who are "qualified investors" (as that term is defined in the Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018) ("UK Qualified Investors"). The shares to which this communication relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with UK Qualified Investors. This communication should not be acted upon or relied upon in the United Kingdom by persons who are not UK Qualified Investors.

With respect to the United Kingdom, this document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) fall within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to take part in investment activities (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or passed on (the persons referred to in paragraphs (y)(i), (y)(ii) and (y)(iii) together being referred to as " Authorized Persons"). This press release is intended for Authorized Persons only and must not be acted on or relied on by anyone other than an Authorized Person. Any investment or investment activity to which this document relates is available only to Authorized Persons and will be engaged in only with Authorized Persons.

This press release contains information about WALLIX's objectives and forward-looking statements. This information is not historical data and should not be construed as a guarantee that the facts and data stated will occur. This information is based on data, assumptions and estimates considered reasonable by WALLIX. WALLIX operates in a competitive and fast-changing environment. It is therefore unable to anticipate all the risks, uncertainties or other factors likely to affect its business, their potential impact on its business or the extent to which the materialization of a risk or combination of risks could have results materially different from those mentioned in any forward-looking information. This information is given only as of the date of this press release. WALLIX undertakes no obligation to publicly update this information or the assumptions on which it is based, except as may be required by law or regulation.

The distribution of this press release may be subject to specific regulations in certain countries. Consequently, persons physically present in these countries and in which the press release is disseminated, published or distributed shall inform themselves about and comply with these laws and regulations.

This press release may not be published, communicated, transmitted or distributed, directly or indirectly, in the United States of America, Australia, Canada or Japan.

This communication contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. The person responsible for the release of this information on behalf of Amaury ROSSET, Chief Financial Officer of WALLIX.


[1] The detailed characteristics will be set out in the next financial report


This publication embed "🔒 Actusnews SECURITY MASTER".
- SECURITY MASTER Key: xZtxksiaZmbKyJudlp6Wbmlnb2iSmJSWmWeemWJwZ5/FcJtll2hjnJSeZnFhmGtt
- Check this key: https://www.security-master-key.com.



  Original Source: WALLIX