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Sogeclair: reserved capital increase

RESERVED CAPITAL INCREASE FOR A TOTAL OF APPROXIMATELY €4.9 MILLION
AND A PRICE OF €24.52 PER SHARE



SOGECLAIR announces a capital increase reserved for KEY’S, a company consisting of key female and male managers of the Group accompanied by its President and CEO, Philippe Robardey, to support its long-term development.


The Board of Directors meeting on 14 June 2019, and using the delegation granted by the combined general meeting held on 16 May 2019, at the time of which Philippe Robardey cast a neutral vote, decided to proceed with a reserved capital increase by issuing 200,000 ordinary shares with a nominal value of 1 euro each, to be subscribed to in cash.


The Board of Directors set the issue price for the ordinary shares at €24.52, corresponding to the average price weighted by the volumes of 20 consecutive stock-market sessions among the 50 stock-market sessions preceding its decision, representing a discount of 3.84% with respect to the SOGECLAIR share closing price on 14 June 2019.


The subscriptions will be received from 17 June 2019 to 12 July 2019 inclusive.


In the case where the totality of the shares on offer are subscribed to SOGECLAIR’s share capital will be increased from €2,900,000 to €3,100,000.


The capital increase may be limited to the amount of the subscriptions received within the limits stipulated by the regulations.


The definitive amount of the issue will contribute to the development of the company’s day-to-day activities.


Mr Philippe Robardey will have control of the KEY’S company in the sense of article L. 233-3 II of French Commercial Law. None of the partners in KEY’S will have a larger holding. Philippe Robardey’s holding may evolve downwards in the future; however, Philippe Robardey’s shares in the KEY’S company are subject to a 7-year non-transferability clause. The balance of the capital must be spread between several tens of people.


The breakdown of the capital before and after the operation is as follows:


Before the operation:                                                                                                                                                                  

  Shares % capital Voting rights % voting rights
OGM EGM % OGM % EGM
Philippe Robardey 993,628 34.26 1,987,256 1,987,256 40.96 40.96
Robardey family total 1,950,468 67.26 3,900,936 3,900,936 80.40 80.40
Public 803,713 27.71 804,975 804,975 16.59 16.59
Self-owned 145,819 5.03 145,819 145,819 3.01 3.01
Total 2,900,000 100 4,851,730 4,851,730 100 100

  

After the operation assuming that 100% of the capital increase has been subscribed to:                                                                                                                                                                                                                   

  Shares % capital Voting rights % voting rights
OGM EGM % OGM % EGM
Philippe Robardey 993,628 32.05 1,987,256 1,987,256 39.34 39.34
Key’s

including Philippe Robardey
200,000

98,000
6.45

3.16
200,000

98,000
200,000

98,000
3.96

1.99
3.96

1.99
Sub-total 1,193,628 38.5 2,187,256 2,187,256 43.30 43.30
Other shares owned by the Robardey family 956,840 30.87 1,913,680 1,913,680 37.88 37.88
Public 803,713 25.93 804,975 804,975 15.93 15.93
Self-owned 145,819 4.70 145,819 145,819 2.89 2.89
Total 3,100,000 100 5,051,730 5,051,730 100 100


An application will be made for the admission of the new shares on Euronext in Paris immediately after the capital-increase accomplishment date on the same line as the old shares (code:FR0000065864).


Pursuant to the provisions of article L. 411-2 of French Monetary and Financial Law and article 211-2 of the general regulations of the Autorité des Marchés Financiers (AMF – French Financial Markets Authority), this issue will not give rise to the issuing of an AMF-approved prospectus.


The main risk factors relative to the issue are indicated below: 

  • The stock-market price of Sogeclair shares may fluctuate and fall below the issued shares’ subscription price;
  • The volatility and liquidity of the Sogeclair shares may fluctuate significantly.


It is added that the group’s risk factors are described in the 2018 Reference Document on pages 104 and following (available on the company’s website: www.sogeclair.com).


The AMF has published a decision waiving the obligation to file a public offering project covering the shares and examined the consequences of the operation in terms of concerted actions (decision 219C0880 dated 28 May 2019).



Next press release: Q2 2019 turnover, on 24 July 2019 after the close of the Stock Market



About SOGECLAIR

Designer of innovative, high added-value solutions and products, SOGECLAIR brings its skills in high-quality engineering and production to cutting-edge sectors: aeronautics, aerospace and transport. Supporting its customers and partners from the design and simulation stages through to the end of the product’s lifetime, all along the production chain and for entry into service, the Group counts more than 1,600 staff working worldwide to offer a high-quality, proximity service to all its customers.


SOGECLAIR is listed on Euronext Paris – Compartment C – Euronext® Family Business index - Code ISIN: FR0000065864 – PEA PME 150 / (Reuters SCLR.PA – Bloomberg SOG.FP)


Contacts: Philippe ROBARDEY, President & CEO of SOGECLAIR / Marc DAROLLES, Executive Vice-President of SOGECLAIR

www.sogeclair.com / +33(0)5 61 71 70 33

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