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Soitec launches an offering of bonds convertible into and/or exchangeable for new and/or existing ordinary shares (OCEANEs) due October 2025 for a nominal amount of up to approximately €325 million
Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Canada, South Africa, Japan, Australia or any other jurisdiction in which it would be unlawful to do so.
This press release is for information purpose only and does not constitute an offer to sell or a solicitation of an offer to buy any securities and the offer of the Bonds (as defined below) does not constitute a public offering (other than to qualified investors) in any jurisdiction, including France.
The Bonds will be offered only to qualified investors which include, for the purpose of this press release, professional clients and eligible counterparties. The securities may not be offered or sold or otherwise made available to retail investors. No key information document under PRIIPS Regulation has been and will be prepared
Bernin (Grenoble), France, on September 28, 2020 – Soitec (the “Company”), a world leader in designing and manufacturing innovative semiconductor materials, announces the launch, today, of an offering of bonds convertible into and/or exchangeable for new and/or existing ordinary shares (“OCEANEs”) due October 1, 2025 (the “Bonds”), by way of a placement to qualified investors as defined in point (e) of article 2 of the Prospectus Regulation (EU) 2017/1129 (as amended) in accordance with article L.411-2 1° of the French monetary and financial Code (Code monétaire et financier), for a nominal amount of up to approximately €325 million (the “Offering”).
The net proceeds from the Offering will provide additional flexibility both from an operational and strategic standpoint and to fund potential growth opportunities.
The Bonds will be issued at par on the Issue Date and will bear no coupon. The nominal value per Bond will be set at a premium of 40% to 50% over Soitec's reference share price[1] on the regulated market of Euronext Paris.
The final terms and conditions of the Bonds are expected to be announced later today and the settlement and delivery of the Bonds is expected to take place on October 1, 2020 (the “Issue Date”).
Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on October 1, 2025 (or on the following business day if this date is not a business day). Soitec will also have the option to deliver new and/or existing ordinary shares in lieu of cash in accordance with the Share Redemption Option (as further described in the terms and conditions of the Bonds).
The Bonds may be redeemed prior to maturity at the discretion of the Company, subject to certain conditions. In particular, the Bonds may be redeemed early at Soitec’s option as from October 2, 2023 if the arithmetic average of daily products of the volume-weighted average price of Soitec’s listed share price on the regulated market of Euronext in Paris and the prevailing conversion/exchange ratio, over a 20-consecutive trading day period among 40 consecutive trading days, exceeds 130% of the nominal value of the Bonds.
In the event of a Change of Control of the Issuer, as defined in the terms and conditions of the Bonds, any bondholder may, at its discretion, request the early redemption in cash of all or some only of the Bonds it owns at par.
Application will be made for the listing of the Bonds on the Euronext AccessTM of Euronext Paris to occur within 30 days from the Issue Date.
BNP Paribas, Crédit Agricole Corporate and Investment Bank and J.P. Morgan Securities plc are acting as joint global coordinators and joint bookrunners of the Offering (the "Joint Global Coordinators").
Conversion Right
Bondholders will be granted a conversion/exchange right of the OCEANE into new and/or existing ordinary shares which they may exercise at any time from the Issue Date (i.e. October 1, 2020) and up to and including the 7th business day preceding the maturity date or the relevant early redemption date, as the case may be.
The conversion/exchange ratio of the Bonds is set at one ordinary share per Bond subject to standard adjustments, including anti-dilution and dividend protections, as described in the terms and conditions of the Bonds. Upon exercise of their conversion/exchange right, bondholders will receive at the option of the Company new and/or existing Company ordinary shares carrying in all cases all rights attached to existing ordinary shares as from the date of delivery.
Lock-up
In the context of the Offering, the Company will agree to a lock-up undertaking for a period starting from the announcement of the final terms and conditions of the Bonds and ending 90 calendar days after the Issue Date, subject to certain customary exceptions or waiver from the Joint Global Coordinators.
Legal framework of the Offering
The Bonds will be offered by way of a placement to qualified investors (within the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended), the “Prospectus Regulation”) only, in compliance with Article L. 411-2 1° of the French monetary and financial code (Code monétaire et financier), as per the authorization granted by the Company’s extraordinary general meeting held on September 23, 2020 (14th resolution), in France and outside France (excluding in particular the United States of America, Canada, Australia, South Africa or Japan).
Existing shareholders of the Company shall have no preferential subscription rights, and there will be no priority subscription period, in connection with the issuance of the Bonds or the underlying shares of the Company issued upon conversion.
Dilution
For illustrative purposes, based on a €325 million Offering, a €122.60 reference share price[2] and a 45% conversion premium corresponding to the mid-range of conversion/exchange premium, the potential dilution would represent approximately 5.5% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon full conversion of the Bonds.
Available information
The Offering of the Bonds is not subject to a prospectus approved by the French Financial Market Authority (Autorité des Marchés Financiers) (the “AMF”). Detailed information on Soitec, including its business, results, prospects, liquidity position and related risk factors are described in the Company’s universal registration document (Document d’enregistrement universel) filed with the AMF on September 2nd, 2020 for the financial year ended March 31, 2020, under number D.20-0782 which is available together with all the press releases and other regulated information about the Company, on Soitec website (www.soitec.com).
Important information
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities to any person in the United States of America, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer is unlawful, and the Offering of the Bonds is not an offer to the public in any jurisdiction, including France.
About Soitec
Soitec (Euronext, Tech 40 Paris) is a world leader in designing and manufacturing innovative semiconductor materials. The company uses its unique technologies and semiconductor expertise to serve the electronics markets. With more than 3,300 patents worldwide, Soitec’s strategy is based on disruptive innovation to answer its customers’ needs for high performance, energy efficiency and cost competitiveness. Soitec has manufacturing facilities, R&D centers and offices in Europe, the U.S. and Asia.
Soitec and Smart Cut are registered trademarks of Soitec.
For more information, please visit www.soitec.com
[1] The reference share price will be equal to the volume-weighted average price (VWAP) of Soitec's shares recorded on the regulated market of Euronext Paris from launch of the Offering on 28 September 2020 until the determination of the final terms (pricing) of the Bonds on the same day.
[2] i.e. Soitec’s share price on Euronext Paris, at close of trading on September 25, 2020.