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STIF announces highly successful IPO on the
Euronext Growth® Paris market
- Offer oversubscribed 1,7 times with total demand of €15,3m, including:
- €12,7m requested as part of the Global Placement
- €2,6m requested as part of the Firm Price Offer
- Total gross transaction amount of €10,35m, of which:
- €9m through the capital increase
- €1,35m through the full exercise of extension clause
- Market capitalization of around €33m
- Settlement-delivery of the Firm Price Offer and the Global Placement scheduled for December 19, 2023
- Start of trading on Euronext Growth® Paris on December 20, 2023
Saint-Georges-sur-Loire, December 15, 2023 - 6:00 p.m. CEST. STIF, an expert in the design, manufacture and marketing of bulk transport components and innovative explosion protection equipment for industrial environments, is announcing the success of its IPO on the Euronext Growth® Paris market.
José Burgos, Chairman and Chief Executive Officer of STIF, said: "I am very pleased to announce the success of our IPO and I sincerely thank all the new institutional and retail shareholders for the trust they have placed in us by helping to make this IPO a success. I would also like to thank all the STIF employees, who work every day to deliver high-quality products at the cutting edge of innovation to our customers in over 80 countries. The funds raised provide us with the financial resources to roll out our development strategy, particularly on the exponentially growing BESS market in renewable energy. A new stage in STIF's history is now under way, the goal being to generate €80m in sales by 2027."
The total gross proceeds of the issue amount to around €10,35m, of which:
- €9m through the capital increase with the issuance of 1 384 615 new shares
- €1,35m through the full exercise of extension clause with the sale of 207 692 existing shares by the selling shareholders at the Offer price.
Following the transaction, STIF's capital consists of 5 084 615 shares representing a market capitalization of €33m, based on an IPO price of €6.50 per share. The free float represents 31,3% of the Company's share capital.
In accordance with the indicative timetable for the transaction, settlement-delivery of the new shares is scheduled for December 19, 2023 and trading in STIF shares on the Euronext Growth® Paris market will begin on December 20, 2023 under the ISIN code FR001400MDW2 and the ticker ALSTI.
Eligibility of the offer for PEA plans and PEA-PME accounts
STIF announces that it complies with the eligibility criteria for the PEA-PME scheme as provided for by Articles L. 221-32-2 and D. 221-113-5 et seq. of the French Monetary and Financial Code. As a result, STIF shares can be fully integrated into PEA share savings plans and PEA-PME accounts, which enjoy the same tax advantages as traditional PEA plans.
Main terms and conditions of the transaction
Characteristics of the share
Name: STIF
Ticker: ALSTI
ISIN: FR001400MDW2
Listing market: Euronext Growth® Paris market
LEI: 969500GLYIINCC3AIY93
Eligibility for the SME PEA scheme
Offer Price
The price of the Firm Price Offer and the Global Placement is set at €6.50 per share.
Size and gross proceeds of the Offer
1 384 615 new shares were issued as part of the Offer. 207 692 existing shares have been sold by the selling shareholders at the Offer price.
The total gross proceeds of the issue amount to €10,35m.
Offer Allocation
Offered shares will be allocated as follows:
- 1 392 307 shares, allocated as part of the Global Placement, i.e. €9,05m and around 87% of the total number of offered shares,
- 200 000 shares, allocated as part of the Firm Price Offer, i.e. €1,3m and around 13% of the total number of offered shares.
It should be noticed that the extension clause was fully exercised, with the sale of 207,692 shares by the selling shareholders at the Offer price.
Distribution of share capital and voting rights post-transaction
STIF's share capital breaks down as follows:
| Shareholder | Number of shares | % of share capital | Number of voting rights | % of voting rights |
| JB PARTICIPATIONS | 2,657,500 | 52.27% | 5,315,000 | 61.97% |
| Manuel Burgos | 544 590 | 10.71% | 1,089,180 | 12.70% |
| Valérie Burgos | 289 218 | 5.69% | 578,436 | 6.74% |
| Françoise Burgos | 600 | 0.01% | 1,200 | 0.01% |
| José Burgos | 100 | 0.00% | 200 | 0.00% |
| Océane Burgos | 100 | 0.00% | 100 | 0.00% |
| Other members of the Burgos family | 200 | 0.00% | 200 | 0.00% |
| Free float | 1,592,307 | 31.32% | 1,592,307 | 18.57% |
| Total | 5,084,615 | 100% | 8,576,623 | 100% |
Use of funds raised
The net proceeds of the capital increase (excluding the Extension Clause), i.e. €8,2m, will be allocated to financing the following strategic objectives:
- 31% for the opening of a production unit in the United States, the extension of the production unit in China and the redevelopment of the plant in France,
- 24% in financial investments to increase the Group's stake in its Asian subsidiary (from 51% to 70%) and acquire an additional 10% of the capital of its partner in the United States,
- 24% for financing business activity, including €2m for repaying short-term debts and WCR financing.
- 21% for R&D and the acquisition of explosion test bench equipment,
Lock-up and holding commitments
- Company lock-up agreement: 180 days;
- Holding commitment of the Company's shareholders (JB Participations, Manuel Burgos, Valérie Burgos, Françoise Burgos): 360 days.
Indicative timetable
| 12/19/2023 |
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| 12/20/2023 |
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Access to the Prospectus
Copies of the Prospectus approved by the AMF are available free of charge on request from STIF and on the websites: www.amf-france.org and https://investir.stif.fr. The approval of the Prospectus should not be considered as a favorable opinion on securities offered or admitted to trading on the Euronext Growth® Paris market.
Risk factors
Investors should carefully read the risk factors described in Section 3 "Risk Factors" of the Registration Document before making any investment decision and notably the high criticality risk linked to governance and the absence of an independent director. The occurrence of all or part of these risks is likely to have an adverse effect on STIF's business activities, results, financial position, or outlook. In addition, other risks yet to be identified or considered as immaterial by STIF at the date of the Registration Document could also have an adverse effect.
Transaction partners
| ISP and Sponsor listing | |
| Louis Thannberger - Board of Directors | |
| SEI TO SEI•AC TI FIN | Financial communication agency |
| Marketing agency | |
| Lawyer | |
| CAC | |
| Chartered accountant |
Read all the information on STIF's IPO at:
https://investir.stif.fr
Contacts
| STIF External Relations Géraldine Baudouin direction@stifnet.com 02 41 72 16 83 | SEITOSEI.ACTIFIN Investor Relations Ghislaine Gasparetto stif@actifin.fr 01 56 88 11 22 | SEITOSEI.ACTIFIN Press Relations Michael Scholze michael.scholze@actifin.fr 01 56 88 11 14 |
About STIF (https://www.stifnet.com)
Founded in 1984, the STIF Group is a French industrial group that designs, manufactures, and markets innovative industrial equipment for niche markets. Initially specialized in handling equipment for bulk products, such as elevator buckets, lifting straps and compression fittings, the family-owned Group has diversified in the last ten years by expanding into passive protection against the risk of industrial dust explosions and, since 2022, into battery energy storage systems (BESS) for renewable energies. With 189 employees, product ranges listed and recognized worldwide, and three plants in France and Asia, the Group intends to support the strong growth in renewable energy production over the long term.
Disclaimer
This press release, and the information it contains, shall not constitute an offer to sell or subscribe, or the solicitation of an offer to buy or subscribe, STIF shares in any country. No offer of shares is or shall be made in France prior to the approval by the Autorité des Marchés Financiers (the "AMF") of a prospectus consisting of the Registration Document that is the subject of this press release and an offering notice (including the summary of the prospectus) that shall be submitted to the AMF at a later date.
This press release constitutes a marketing communication and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"), which forms part of the domestic law of the United Kingdom in accordance with the European Union (Withdrawal) Act 2018 (the "EUWA", European Union (Withdrawal) Act 2018).
This presentation does not constitute and may not be considered as a public offer, purchase offer or subscription offer, or as intended to solicit public interest for the purposes of a public offering.
This press release does not constitute an offer to sell securities or any solicitation of an offer to buy or subscribe securities in the United States of America. The shares or any other securities of STIF may be offered for sale, subscribed for, or sold in the United States only following registration under the terms of the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), or within the framework of an exemption from registration. STIF shares shall be offered or sold only outside the United States of America and as part of offshore transactions, in accordance with Regulation S of the Securities Act. STIF does not intend to register the offer in whole or in part in the United States of America or to make a public offer in the United States of America.
For EEA Member States other than France (each one a "Member State"), no action has been or shall be taken to enable a public offering of the securities presented in this press release that may require a prospectus to be published in a Member State. Accordingly, securities may be offered in these Member States solely: (i) to qualified investors, as defined by the Prospectus Regulation; (ii) to less than 150 natural or legal persons, other than qualified investors (as defined by the Prospectus Regulation) per Member State; or (iii) in all other cases where the publication by STIF of a prospectus is not required under the provisions of Article 1(4) of the Prospectus Regulation; and provided that none of the offers mentioned in paragraphs (i) to (iii) above requires the publication by STIF of a prospectus in accordance with the provisions of Article 3 of the Prospectus Regulation or a supplement to the prospectus in accordance with the provisions of Article 23 of the Prospectus Regulation.
For the purposes of this disclaimer, the term "public offering" in relation to securities in a Member State refers to any communication addressed in any form and by any means whatsoever to persons and presenting sufficient information on the terms of the offering and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for such securities in that Member State.
These sales restrictions with respect to Member States are in addition to any other sales restrictions applicable in Member States.
This press release does not constitute an offer to the public of financial securities in the United Kingdom and is intended solely for "qualified investors" (as defined in the Prospectus Regulation, which is part of domestic law pursuant to the EUWA), and who (i) are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as currently in force, hereinafter the "Financial Promotion Order"), (ii) are referred to in Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (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 issue or sale of any securities may be lawfully communicated, directly or indirectly (all these persons being collectively referred to as "Authorized Persons"). This press release is intended solely for Authorized Persons and may not be used by any person other than an Authorized Person.
This press release contains information on STIF's objectives and forward-looking statements. This information does not constitute historical data and should not be construed as a guarantee that the facts and data stated shall occur. This information is based on data, assumptions and estimates considered as reasonable by STIF. As STIF operates in a competitive and rapidly changing environment, it is unable to anticipate all the risks, uncertainties, or other factors likely to affect its business, their potential impact on its business, or to what extent the materialization of a risk or combination of risks could have results significantly different from those mentioned in any forward-looking information. STIF draws your attention to the fact that forward-looking statements are in no way a guarantee of its future performance and that its financial position, actual results and cash flows, as well as changes in the sector in which it operates may differ significantly from those proposed or suggested by the forward-looking statements contained in this document. Furthermore, even if STIF's financial position, results, and cash flows, together with changes in the sector in which STIF operates, were consistent with the forward-looking information contained in this document, these results or changes may not be a reliable indication of STIF's future results or developments. The information contained herein is provided solely as of the date of this press release. STIF makes no commitment to publish updates to this information or the assumptions on which it is based, with the exception of any legal or regulatory obligation incumbent upon it.
The distribution of this press release may, in some countries, be subject to specific regulations. Consequently, persons physically present in these countries, and in the countries in which the press release is disseminated, published, or distributed, must inform themselves of and comply with these laws and regulations.
This document may not be published, transmitted, or distributed either directly or indirectly in the territory of the United States of America, Australia, Canada or Japan.
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