EARLY EXERCISE OF THE OVER-ALLOTMENT OPTION
UNDER THE ROCHE BOBOIS INITIAL PUBLIC OFFERING
Paris, 27 July 2018
- Early end to stabilising bids and 90% of over-allotment option exercised
- Final transaction amount increased to €22.4m
- Signing of a liquidity contract with Oddo BHF
ROCHE BOBOIS SA (ISIN: FR0013344173 - Trading symbol: RBO), the global benchmark on the high-end furniture market and the name behind the French Art de Vivre, today announces that, in light of the significant demand expressed during its initial public offering on Euronext Paris, Portzamparc Groupe BNP Paribas, acting in the name and on behalf of the Global Coordinators, Joint Lead Managers and Bookrunners, exercised 90% of the over-allotment option, resulting in the disposal of 134,008 additional existing shares at the IPO price of €20.00 per share, for a total amount of €2.7 million.
The total amount came to €22.4 million, representing 1,121,529 existing shares sold.
The ROCHE BOBOIS SA share capital consists of 9,875,216 shares.
In accordance with Article 6 of EU Delegated Regulation 2016/1052 dated 8 March 2016, Portzamparc Groupe BNP Paribas, in its capacity as stabilising agent, stated that it had performed stabilising bids on the ROCHE BOBOIS SA' share, as follows:
- The stabilisation period began on 9 July 2018 and ended on 27 July 2018
- The last stabilising bid was performed on 9 July 2018
- Stabilisation was carried out within the following price range:
|Date||Price (low)||Price (high)|
ROCHE BOBOIS SA also announced that it has entrusted Oddo BHF with the implementation of a liquidity contract, in accordance with the AMAFI code of ethics. The liquidity contract was entered into for a period of one year and may be tacitly renewed, as of 1st august 2018. In order to implement this contract, €300,000 cash was allocated to the liquidity account.
POST-TRANSACTION SHAREHOLDER STRUCTURE
Following the partial exercise of the over-allotment option, the share capital breaks down as follows:
|After sale of |
1,121,529 existing shares (with partial exercise of the over-allotment option)
|Other Chouchan family members**||0.3%|
|* excluding interests held by Sabine, Catherine and Laurent Chouchan|
|** Sabine, Catherine and Laurent Chouchan|
- Company lock-up period: 180 days.
- Lock-up commitment:
- 360 calendar days
- 180 days for TXR S.r.l.
FINANCIAL INTERMEDIARIES AND ADVISERS
|Joint Global Coordinator and Bookrunner||Financial communication|
|ODDO BHF |
Portzamparc GROUPE BNP PARIBAS
finance & communication
|About Roche Bobois SA |
Roche Bobois SA is a French family business founded in 1960. The Group operates in 54 countries and has a network of 329 owned stores and franchises (at 31 December 2017) marketing its two brands: Roche Bobois, a high-end furniture brand with a strong international presence, and Cuir Center, positioned in the mid-range market segment with an essentially French customer base. Through its Roche Bobois brand, the Group embodies the French Art de Vivre whose presence can now be felt on the world stage, with original and bold creations from talented designers (Bruno Moinard, Jean Nouvel, Ora Ito, Sacha Lakic, Christophe Delcourt, Stephen Burks, Kenzo Takada, Bina Baitel...) and partnerships with fashion and haute couture houses. Roche Bobois is also a committed partner in the world of culture and the arts. Including franchises, these two brands posted 2017 revenues of €480 million excluding VAT, to which Roche Bobois contributed €388 million and Cuir Center €92 million. Roche Bobois SA consolidated revenues came to €249 million in 2017.
For more information please visit www.bourse-roche-bobois.com
Actus Finance – Anne-Pauline Petureaux
Tel.: +33 (0)1 53 67 36 72 [email protected]
Actus Finance – Alexandra Prisa
Tel.: +33 (0)1 53 67 36 90 [email protected]
No communication and no information in respect of the offering by Roche Bobois SA of the shares (the “Shares”) 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 offering and subscription of the Shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Roche Bobois SA assumes no responsibility for any violation of any such restrictions by any person.
This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as amended, in particular, by Directive 2010/73/EC of the European Parliament and the Council of November 24th, 2010, as amended and as implemented in each member State of the European Economic Area (the “Prospectus Directive”).
With respect to the member States of the European Economic Area other than France which have implemented the Prospectus Directive (each, a “relevant member State”) no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the Shares may only be offered in relevant member States: (a) to legal entities that are qualified investors as defined in the Prospectus Directive; (b) in any other circumstances that do not require the publication by Roche Bobois SA of a prospectus pursuant to Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the notion of an “offer to the public of Shares” in each of the relevant member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Shares to be offered, thereby enabling an investor to decide to purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive
This selling restriction comes in addition to the other selling restrictions applicable in the other member states.
The distribution of this press release is not made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Roche Bobois SA does not intend to register any portion of the proposed offering in the United States nor to conduct a public offering of securities in the United States.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
The prospectus approved by the French Financial Markets Authority contains forward-looking statements. No guarantee can be given as to the materialisation of these forward-looking statements, which are subject to risks such as those described in the Company's prospectus, and regarding changes in the economic environment, financial markets and the markets in which ROCHE BOBOIS operates.
During a 30-day period from the date the Offering price is set, i.e. pursuant to the schedule, between 6 July 2018 and 6 August 2018 (inclusive), Portzamparc, acting as stabilising agent, or any institution acting on its behalf, may take steps to stabilise the market in ROCHE BOBOIS shares, in accordance with applicable laws and regulations, without being required to do so and with the option to terminate such arrangements at any time. Any stabilisation measures taken are intended to sustain the market value of ROCHE BOBOIS shares and may affect their price.
 With the exception of Sabine, Catherine and Laurent Chouchan, together representing 0.5% of the Company's share capital