Regulatory News:
Not to be published, distributed or circulated directly or indirectly in the United States, Canada, Australia or Japan.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129.
Latecoere (Paris:LAT) (the "Company"), a tier 1 provider to major international aircraft manufacturers, announces today the success of its capital increase with preferential subscription rights for an amount of approximately €124.4 million (the "Capital Increase"), after total exercise of the extension clause.
Greg Huttner, CEO of Latecoere declared: "Latecoere has been growing 40% in H1 2023 with 6000 employees around the world working hard to meet the growing volume demands from customers. This growth requires significant investment in operational capabilities and working capital. The company is also working on a plan to restore profitability through a mix of commercial, efficiency and productivity levers. We have a huge opportunity as a company given the significant ramp up in demand for our business in 2024 and 2025 as well as additional potential new business. This capital raise is a critical enabler and puts us on a solid footing from a cash perspective to successfully execute on the plan, drive our revenue growth and restore the company to profitability."
Results of the capital increase
Following the subscription period which ended on November 14th, 2023, total demand amounted to approximately €125.0 million (including the subscription on a reducible basis of Searchlight Capital Partners), representing a subscription rate of 115.5% before exercising the extension clause:
- 9,673,818,582 new shares have been subscribed on an irreducible basis ("à titre irréductible") representing approximately 89.4% of the shares to be issued (before exercising the extension clause);
- 2,824,913,664 new shares have been applied for on a reducible basis ("à titre réductible"
- Thus, in accordance with the terms of the Conciliation Protocol, the Company exercised totally the extension clause. Consequently, the extension clause will be allocated with 1,623,020,560 new shares.
The gross proceeds of the Capital Increase (without issue premium) will thus amount to 124,431,576.30 euros, with the issue of 12,443,157,630 new shares at a subscription price of €0.01 per share.
The issue, settlement and delivery and start of trading of the new shares on the regulated market of Euronext Paris are expected to take place on November 21st, 2023. The sew shares will immediately entitle their holders to receive dividends declared by Latecoere as from the date of issuance. They will be immediately fungible with existing ordinary shares of the Company and will be traded on the same trading line under the same ISIN code FR001400JY13.
The Capital Increase was directed by Société Générale acting as Global Coordinator and Bookrunner.
Impact of the capital increase on the allocation of the share capital
As a result of the Capital Increase, the Company's share capital will amount to €124,968,316.65 divided in 12,496,831,665 shares (of which 12,496,777,165 ordinary shares and 54,500 preferred shares 2022).
Searchlight Capital Partners (through the company SCP SKN Holding I SAS), which owned before the Capital Increase 74.65% of the Company's share capital, and that irrevocably committed to (i) exercise all of its preferential subscription rights on an irreducible basis (titre irréductible) and to subscribe new shares for a total amount of €80,849,465.76, representing approximately 74.72% of the initial amount (excluding the extension clause) of the Capital Increase on the basis of a subscription price of €0.01 per new share and (ii) to subscribe on a reducible basis to 2,735,190,494 new shares, will hold 10,859,250,748 shares, representing 86.90% of the Company's share capital after the Capital Increase.
Lock-up commitments
The Company has agreed to a lock-up period starting on the date of the approval by the French Autorité des Marchés Financiers (the "AMF") of the prospectus relating to the Capital Increase and expiring 90 calendar days following the settlement-delivery date of the new shares, subject to certain usual exceptions.
SCP SKN Holding I SAS has agreed to a lock-up period expiring 180 calendar days following the settlement-delivery date of the new shares, subject to certain usual exceptions.
Availability of the prospectus
The prospectus approved by the AMF under number 23-453 on October 30th, 2023 and comprised of (i) Latecoere 2022 universal registration document filed with the AMF on June 23rd, 2023 under number D.23-0514 (the "Universal Registration Document" or "URD"), (ii) an amendment to the URD filed with the AMF on October 30th, 2023 under number D.23-0514-A01 (the "Amendment"), (iii) the securities note dated October 30th, 2023 (the "Securities Note") and (iv) the summary of the prospectus (included in the Securities Note) is available on the websites of the AMF (www.amf-france.org) and the Company (www.latecoere.aero). Copies of the prospectus are available free of charge at the Company's registered office (135, rue de Périole, 31500 Toulouse).
Risk factors
Investors' attention is drawn to the risk factors relating to Latecoere included in chapter 2 "Internal Control and Risk Factors" of the URD as updated in chapter 2 of the Amendment and the risk factors relating to the transaction and the new shares mentioned in chapter 2 "Risk Factors" of the Securities Note.
Disclaimer
This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
With respect to the member states of the European Economic Area (others than France) and the United Kingdom (each a "Relevant State"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may and will be offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by Latecoere of a prospectus pursuant to Article 3 of the Prospectus Regulation, of the UK Prospectus Regulation and/or to applicable regulations of that Relevant State.
The distribution of this press release has not been 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 only being distributed to, and is only directed at, persons in the United Kingdom that (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies). This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Latecoere does not intend to register all or any portion of the securities in the United States under the Securities Act or to conduct a public offering of the securities in the United States.
This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
About Latecoere
As a Tier 1 partner to major industrial OEMs (Airbus, Boeing, Bombardier, Dassault Aviation, Embraer, Lockheed Martin), Latecoere serves the aerospace sector with innovative solutions for a sustainable world. The Group operates in all segments of the aerospace industry (commercial, regional, business, defense, space), in two business areas:
- Aerostructures (55 of sales as of December 31, 2022): doors, fuselage, wings and empennage, connecting rods and customer service;
- Interconnection systems (45 of sales as of December 31, 2022): wiring, avionics furniture, on-board equipment, electronic products and customer service.
At December 31, 2022, the Group employed 5 918 people in 14 countries. Latecoere is listed on Euronext Paris Compartment B, ISIN Code: FR001400JY13 Reuters: AEP.PA Bloomberg: AT.FP
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Contacts:
Thierry Mahé Media Relations
+33 (0)6 60 69 63 85
LatecoereGroupCommunication@latecoere.aero
