Numericable Group launches its initial public offering on the regulated market of NYSE Euronext in Paris
- Indicative offering price range for the French public offering and the international offering: between €20.30 and €24.80 per share
- Initial size of the offering: approximately €652.5 million, including approximately €250 million through a capital increase and €402.2 million through a sale of existing shares by Carlyle Cable Investment SC (« Carlyle ») and CCI (F3) S.à.r.l. ("Cinven")
- Over‐allotment option on the sale of additional existing shares by Carlyle and Cinven: up to a maximum15% of the offering size
- Employee offering: approximately €2 million
- French public offering is expected to close on November 6, 2013; international offering is expected to close at 1PM on November 7, 2013
- Pricing is expected to take place on November 7, 2013 and trading on the regulated market of NYSE Euronext in Paris (Compartment A) is expected to start on November 8, 2013
Numericable Group, a leader in cable and fiber in France, today announces the launch of its initial public offering and proposed listing of its shares on the regulated market of NYSE Euronext in Paris (Compartment A).
Eric Denoyer, CEO of Numericable Group said: "This initial public offering marks an important step in the Group's development. It will allow us to increase the level of investment in our fibre network and accelerate the momentum that we have already achieved across the business".
On October 25, 2013, l'Autorité des Marchés Financiers ("AMF", the French financial markets regulator) granted visa n°13‐572 to the French language prospectus relating to the initial public offering of Numericable Group, which consists of the document de base, filed with the AMF on September 18, 2013 under n° I.13‐043, the actualisation of the document de base, filed with the AMF on October 25, 2013 under n° D.13‐0888‐A01, a note d'opération and a summary of the prospectus (included in the note d'opération).
Structure of the Offering
The shares will be offered in a global offering (the "Global Offering") comprising:
- a public offering in France, in the form of a French public offering ("offre à prix ouvert"), open principally to retail investors; and
- an international offering principally to institutional investors including:
- a private placement in France, and
- an international offering to institutional investors in certain countries, including in the United States pursuant to Rule 144A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside of the United States in reliance on Regulation S under the Securities Act.
Size of the Global Offering and of the Employee Offering
The initial public offering of Numericable Group will include:
- approximately €250 million of new shares to be issued by Numericable Group, equivalent to net proceeds estimated at approximately €240 million;
- approximately €402.2 million of existing shares to be sold by Carlyle and Cinven, which may be increased to a total maximum of approximately €500 million of existing shares, in the event the over‐ allotment option is exercised in full; and
- approximately €2 million new shares to certain employees of Numericable Group and its subsidiaries(assuming full subscription to the employee offering).
Indicative price range
The offering price range for the French public offering and the international offering is between €20.30 and €24.80 per share, as determined by the board of directors of the Company on October 25, 2013.
The offering price may be set outside of this price range. The offering price range may be modified at any time up to and including the pricing date of the offering.
In the event of a modification of the high end of the price range or if the offering price exceeds such price range (initial or modified, as the case may be) or an increase in the offering price above the offering price range, the end of the subscription period for the French public offering will be postponed or a new subscription period for the French public offering will be reopened, as applicable, to ensure that at least two trading days lapse between the publication date of the notification of this modification and the new end date of the subscription period for the French public offering. Orders placed in the French public offering before the publication of the notification mentioned above will be maintained unless they were expressly revoked prior to or on the new end date of the subscription period for the French public offering.
The offering price may be lower than the price range (in the absence of a significant impact on the other aspects of the Global Offering).
Indicative Timetable for the Offering
The French public offering will begin on October 28, 2013 and is expected to close on November 6, 2013 at 5:00 p.m. (Paris time) for orders placed at branches of financial institutions and at 8:00 p.m. (Paris time) for orders placed on the internet.
The international offering will begin on October 28, 2013 and is expected to end on November 7, 2013 at 1:00 p.m. (Paris time).
It is expected that the final offering price will be determined on November 7, 2013.
Trading on Euronext Paris (Compartment A) is expected to begin on November 8, 2013, in the form of undertakings to deliver shares (promesses d'actions).
Settlement and delivery of the shares is expected to occur on November 12, 2013.
Reasons for the Offering
The offering and the listing of the Company's shares on Euronext Paris are intended to enable the Group to reduce its indebtedness, solidify its financial structure and increase its financial and strategic flexibility in order to pursue its development and growth strategy. The offering will also provide liquidity to current shareholders who are selling existing shares in such offering.
The net proceeds of the capital increase will be used as follows:
- to repay Senior Secured Notes (via repayment of the corresponding portion of the Ypso France SFA);
- to pay various applicable prepayment premiums; and
- the remainder for the Group's general corporate purposes, including internal growth and external growth opportunities.
Deutsche Bank AG and J.P. Morgan Securities plc are acting as joint global coordinators and joint bookrunners. Crédit Agricole Corporate and Investment Bank, HSBC Bank plc and Morgan Stanley & Co. International are acting as joint bookrunners.
Jefferies International Ltd, Nomura International plc and Oddo et Cie are acting as joint lead managers.
Information available to the Public
Copies of the prospectus approved by the French Autorité de marchés financiers under visa number 13‐572 on October 25, 2013, comprised of a Document de Base registered on September 18, 2013 under n° I.13‐043 and a Note d'Opération (including a summary of the Prospectus) in connection with the Offering, are available free of charge at the Company's registered office and from the banking syndicate, as well as on the websites of the AMF (www.amf‐france.org) and of Numericable Group (www.numericable.com).
Numericable Group draws the public's attention to Chapter 4 "Risk Factors" of the Document de Base and Actualisation registered with the AMF and Chapter 2 of the Note d'Opération. These risks may have a material adverse effect on the Group, its business, financial condition, results of operations or growth prospects as well as on the market price of Numericable Group's shares once listed on Euronext Paris.