DJ Lepermislibre: Lepermislibre announces the success of its IPO on the Euronext Growth® market in Paris
Lepermislibre Lepermislibre: Lepermislibre announces the success of its IPO on the Euronext Growth® market in Paris 08-Feb-2023 / 19:07 CET/CEST Dissemination of a French Regulatory News, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
----------------------------------------------------------------------------------------------------------------------- Lepermislibre announces the success of its IPO on the Euronext Growth® market in Paris - First IPO of the year 2023 in France and 1st driving school listed on the Euronext markets - . Capital increase of approximately EUR8m . Market capitalisation of approximately EUR46m . Settlement-delivery of the Firm Price Offer and the Global Placement scheduled for 10 February 2023 . Start of trading on Euronext Growth® Paris on 13 February 2023 Lepermislibre - ISIN: FR0014000P11, ticker: ALLPL - (the "Company"), the pioneer in online driving schools in France, announces the success of its IPO on the Euronext Growth® Paris market. Speaking about the successful IPO, Lucas Tournel and Romain Durand, co-founders of Lepermislibre, said: "We're very pleased to announce the success of our IPO and would like to say a big thank you to all our new institutional and retail shareholders, as well as our existing shareholders, for their trust in us by contributing to the success of this IPO. We'd also like to thank all our employees, who strive every day to offer the best service to our instructors and candidates and transform the driving licence in the digitisation era. The funds raised provide us with the necessary resources to seize all the tremendous growth opportunities offered by a market worth over EUR2 billion per year in France, driven by a favourable regulatory framework. Today, we're beginning a new chapter in the company's history to achieve a strong ambition: to become the French leader in driving training." The total gross proceeds of the issue amounted to approximately EUR8.0 million. Within this framework, 2,075,620 new shares were issued, 78% of which under the global placement (through orders from institutional investors, representing a demand of approximately EUR6.2 million) and 22% under the firm price offer (through 2,972 individual investors, representing a demand of approximately EUR1.8 million). At the end of the operation, Lepermislibre's capital is composed of 11,982,620 shares representing a market capitalization of EUR45.9 million, based on an IPO price of EUR3.83 per share. The free float represents 44.1% of the Company's capital. In accordance with the indicative timetable of the transaction, the settlement-delivery of the new shares is scheduled for 10 February 2023 and trading in Lepermislibre shares on the Euronext Growth® Paris market will begin on 13 February 2023 under the ISIN code FR001400F2Z1 and the ticker ALLPL. Eligibility of the securities for PEA equity savings plans, PEA-PME plans, income tax reduction and the provisions of Article 150-0 B ter of the French General Tax Code Lepermislibre confirms that it complies with the eligibility criteria for "PME-ETI" equity savings plans specified by the provisions of Articles L. 221-32-2 and D.221-113-5 et seq. of the French Monetary and Financial Code. Lepermislibre shares can therefore be fully integrated into PEA plans and "PME-ETI" plans and benefit from the corresponding tax benefits. The Company also confirms that it complies with the eligibility criteria for income tax reduction of 25% in relation to investments in SMEs. Lepermislibre has been awarded the "Innovative Company" label by Bpifrance. The Company is eligible for the provisions of Article 150-0 B ter of the French General Tax Code, under which persons having sold securities tendered are allowed within three years of said tender to benefit from the continuation of the tax deferral in the event of a subscription in cash. A summary of the tax regime that may apply is described in the Transaction Memorandum (refer to section 4.1.9). The persons concerned are invited to consult their usual tax advisor about the taxation applicable to their particular case, in particular regarding the subscription, acquisition, holding and disposal of Lepermislibre shares. Implementation of a liquidity contract with TP ICAP The Company has entered into a liquidity agreement with TP ICAP, in accordance with accepted practice under the regulations in force, which will take effect from 13 February 2023for a term of one year renewable by tacit renewal[1]. This liquidity contract was concluded in accordance with AMF decision no.2021-01 of 22 June 2021. It is compliant with the Association Française des Marchés Financiers (AMAFI) Code of Conduct. The following resources were allocated to the liquidity agreement for its implementation with TP ICAP: . EUR200,000 in cash MAIN TERMS OF THE TRANSACTION . CHARACTERISTICS OF THE SHARES . Name: Lepermislibre . Ticker: ALLPL . ISIN: FR001400F2Z1 . Listing market: Euronext Growth® Paris . ICB classification: 40201070 - Consumer Services: Misc . LEI: 969500OK5F5HPCZXQD93 . OFFERING PRICE The price of the Fixed Price Offer and the Global Placement is set at EUR3.83 per share. . SIZE AND GROSS PROCEEDS OF THE OFFERING 2,075,620 new shares were issued in the framework of the offer. The total gross proceeds of the issue amounts to EUR8.0 million. . ALLOTMENT OF THE OFFER The new shares will be allocated as follows: . 1,610,138 new shares, allocated as part of the Global Placement, for institutional investors, i.e. EUR6.2mand around 78% of the total number of shares issued; . 465,482 new shares, allocated as part of the Firm-Price Offer for private individual investors, i.e.EUR1.8m and around 22% of the total number of shares issued, showing a service rate for A1 orders (from 1 share to250 shares included) and A2 orders (over 250 shares) of 100%. It is specified that the extension clause and the over-allotment option are not exercised. . BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS BEFORE AND AFTER THE OPERATION The share capital of Lepermislibre is broken down as follows: Before carrying out the operation:
Current capital Fully diluted capital
Number of shares and % of capital and Number of shares and % of capital and
Shareholders voting rights voting rights voting rights voting rights
Lucas Tournel 1 785 000 18,02% 2 100 500 17,41%
Romain Durand 1 785 000 18,02% 2 100 500 17,41%
Maje Invest 440 000 4,44% 457 921 3,80%
PLG Invest 141 000 1,42% 231 253 1,92%
IDS CO 35 000 0,35% 35 000 0,29%
Sub-total board members 4 186 000 42,25% 4 925 174 40,82%
Nextstage AM 705 000 7,12% 1 156 271 9,58%
Eiffel IG 423 000 4,27% 693 762 5,75%
Sub-total institutional 1 128 000 11,39% 1 850 033 15,33%
investors
Others 4 593 000 46,36% 5 290 850 43,85%
Total 9 907 000 100,00% 12 066 057 100,00% After completion of the operation:
Undiluted basis Diluted base
Shareholders Shares Voting rights Shares Voting rights
Quantity % Quantity % Quantity % Quantity %
Lucas Tournel 1 785 14,90% 3 570 000 17,53% 2 100 500 14,85% 3 885 17,25%
000 500
Romain Durand 1 785 14,90% 3 570 000 17,53% 2 100 500 14,85% 3 885 17,25%
000 500
Maje Invest 440 000 3,67% 852 000 4,18% 457 921 3,24% 869 921 3,86%
PLG Invest 141 000 1,18% 141 000 0,69% 231 253 1,64% 231 253 1,03%
IDS CO 35 000 0,29% 35 000 0,17% 35 000 0,25% 35 000 0,16%
Sub-total board 4 186 34,93% 8 168 000 40,11% 4 925 174 34,83% 8 907 39,54%
members 000 174
Nextstage AM 1 096 9,15% 1 096 644 5,38% 1 547 915 10,95% 1 547 6,87%
644 915
Eiffel IG 1 415 11,81% 1 415 167 6,95% 1 685 929 11,92% 1 685 7,48%
167 929
Sub-total 2 511 3 233
institutional 811 20,96% 2 511 811 12,33% 3 233 844 22,87% 844 14,36%
investors
Public 5 284 44,10% 9 686 309 47,56% 5 982 659 42,31% 10 384 46,10%
809 159
Total 11 982 100,00% 20 366 100,00% 14 141 100,00% 22 525 100,00%
620 120 677 177 . USE OF THE FUNDS RAISED The net proceeds of the capital increase, i.e. EUR6.9m will enable Lepermislibre to pursue the following objectives: . approximately 60%: the continuation of the Company's strategy of diversifying its offering; . approximately 40%: achieve denser geographic coverage and the continued development of the network ofpartner instructors. . LOCK-UP, RETENTION AND NON-EXERCISE COMMITMENTS . Company's lock-up agreement: 180 calendar days. . Retention commitment: . Lucas Tournel and Romain Durand, together holding 29.79% of the Company's capital (on a non-dilutedbasis), have pledged to hold their shares for a period of 360 calendar days; . The remaining shareholders, together holding 70.21% of the Company's capital (on a non-diluted basis),have pledged to hold their shares for a period of 180 calendar days. . PROVISIONAL TIMETABLE
10 February 2023 Settlement-Delivery of the new shares
13 February 2023 Start of trading on the Euronext Growth Paris market Availability of the Prospectus The Prospectus approved by the Autorité des Marchés Financiers (AMF) on 24 January 2023 under number 23-023, consisting of the Registration Document approved by the AMF on 13 January 2023 under number I.23-001, the Transaction Memorandum and the Prospectus Summary (included in the Transaction Memorandum), is available free of charge and upon request at the Company's registered office (29, avenue Joannes Masset, 69009 Lyon) and on the websites of the Company (https:// investir.lepermislibre.fr) and the AMF (https://www.amf-france.org). Risk factors The approval of the Prospectus should not be considered as a favourable opinion on the securities offered. Investors should be aware of the risk factors mentioned in Chapter 3 "Risk Factors" of the Registration Document and in Chapter 3 "Market risk factors that may significantly affect the securities offered" of the Transaction Memorandum. Financial intermediaries and advisers
Global Coordinator, Lead Arranger and Bookrunner
Listing Sponsor
Legal advice
Statutory Auditor
Statutory Auditor
Financial Communication Information on the IPO can be found at: https://investir.lepermislibre.fr Contacts:
LEPERMISLIBRE
invest@lepermislibre.fr
ACTIFIN, investor ACTIFIN, financial press relations Isabelle
relations Alexandre Dray
Commerot/ Foucauld Charavay +33 +33 (0)6 63 93 08 15
(0) 7 57 81 46 80 idray@actifin.fr
lepermislibre@actifin.fr
ABOUT LEPERMISLIBRE Founded in Lyon in 2014, Lepermislibre is an online driving school at the forefront of the digitisation of the driving training market. Lepermislibre is reinventing driving lessons by providing a disruptive offering compared to traditional players, more aligned with the new habits and lifestyles of the digital native generation that grew up with the development of digital technology. The cornerstone of its service is that Lepermislibre brings together a community of more than 900 loyal[2], committed and passionate instructors, all of whom are State-qualified, delivering daily driver training quality with nearly 240,000 lessons rated by candidates since the start of the company, leading to an overall average rate of 4.94/5[3]. Its digital model, which is more agile, fully transparent and 30% less expensive than traditional driving schools, has enabled it to attract nearly 400,000 candidates already trained in the highway code or the B licence. With a user rating of nearly 5 stars on Trustpilot, the platform provides personal spaces to offer better learning methods and revisions to the Highway Code, as well as the ability to book driving lessons from over 500 towns and cities and at more than 1,480 meeting points throughout France, with the instructor of their choice, 7 days a week, from 6 am to 11 pm, freeing students from time and place constraints. For more information about the company, visit www.lepermislibre.fr FORWARD-LOOKING STATEMENTS Certain information contained in this press release are forward-looking statements, not historical data and should not be construed as a guarantee that the facts and data stated will occur. These forward-looking statements are based on data, assumptions and estimates considered reasonable by Lepermislibre. Lepermislibre operates in a competitive and rapidly evolving environment. It is therefore not in a position to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the materialization of a risk or combination of risks could lead to results that differ significantly from those mentioned in any forward-looking statement. Lepermislibre draws your attention to the fact that forward-looking statements are in no way a guarantee of its future performance and that its actual financial position, results and cash flows and the development of the sector in which Lepermislibre operates may differ significantly from those proposed or suggested by the forward-looking statements contained in this press release. In addition, even if Lepermislibre's financial position, results, cash flows and developments in the industry in which it operates are consistent with the forward-looking information contained in this press release, such results or developments may not be a reliable indication of Lepermislibre's future results or developments. This information is given only as of the date of this press release. Lepermislibre makes no undertaking to publish updates to this information or to the assumptions on which it is based, save for any legal or regulatory obligation applicable to it, including pursuant to Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse. DISCLAIMER This press release and the information it contains are not an offer to sell or subscribe to, or a solicitation of an order to buy or subscribe the shares of Lepermislibre in any country. This press release constitutes promotional material and is 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"). The approval of the prospectus by the AMF does not constitute a favourable opinion on Lepermislibre. This press release does not constitute and shall not be deemed to constitute a public offer, an offer to purchase or subscribe or to solicit the public interest in a transaction by way of a public offer. This press release does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America. The shares or any other securities of Lepermislibre may not be offered or sold in the United States except pursuant to a registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from such registration requirement.Lepermislibre does not intend to register the offering in whole or in part in the United States or to make a public offer in the United States. In the United Kingdom, this press release is directed only at persons who (i) are investment professionals within the meaning of section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as currently in force, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order or (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the offer or sale of any securities may be lawfully communicated, directly or indirectly (all such persons being together referred to as the "Authorized Persons"). This press release is addressed only to Authorized Persons and may not be used by any person other than an Authorized Person. Certain information contained in this press release are forward-looking statements, not historical data and should not be construed as a guarantee that the facts and data stated will occur. These forward-looking statements are based on data, assumptions and estimates considered reasonable by Lepermislibre. Lepermislibre operates in a competitive and rapidly evolving environment. It is therefore not in a position to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the materialization of a risk or combination of risks could lead to results that differ significantly from those mentioned in any forward-looking statement. Lepermislibre draws your attention to the fact that forward-looking statements are in no way a guarantee of its future performance and that its actual financial position, results and cash flows and the development of the sector in which Lepermislibre operates may differ significantly from those proposed or suggested by the forward-looking statements contained in this document. In addition, even if Lepermislibre's financial position, results, cash flows and developments in the industry in which it operates are consistent with the forward-looking information contained in this document, such results or developments may not be a reliable indication of Lepermislibre's future results or developments. This information is given only as of the date of this press release. Lepermislibre makes no commitment to publish updates to this information or on the assumptions on which it is based, except in accordance with any legal or regulatory obligation applicable to it. The distribution of this press release may, in certain countries, be subject to specific regulations. Consequently, persons physically present in these countries and in which the press release is disseminated, published or distributed must inform themselves and comply with these laws and regulations. This press release shall not be published, distributed or disseminated, directly or indirectly, in the United States of America, Australia, Canada or Japan.
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[1] This agreement may be suspended in the circumstances envisaged in Chapter II Article 5 of AMF decision 2021-01 of 22 June 2021. Also, the agreement may be terminated by Lepermislibre without notice at any time, or by TP ICAP with three months' notice. [2] A retention rate of 82% since 2018 [3] Source: lepermislibre
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Regulatory filing PDF file File: Lepermislibre announces the success of its IPO on the Euronext Growth® market in Paris
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Language: English
Company: Lepermislibre
29 avenue Joannes Masset
69009 Lyon
France
Phone: +33660423991
Internet: ww.lepermislibre.fr
ISIN: FR001400F2Z1
AMF Category: Inside information / Issuer activities (acquisitions, sales...)
EQS News ID: 1555403
End of Announcement EQS News Service
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1555403 08-Feb-2023 CET/CEST
Image link: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1555403&application_name=news
(END) Dow Jones Newswires
February 08, 2023 13:07 ET (18:07 GMT)
