Regulatory News:
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR IN ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY ID LOGISTICS GROUP SECURITIES IN ANY JURISDICTION.
ID Logistics Group (the "Company") (ISIN: FR0010929125, Mnemo: IDL) (Paris:IDL), European leader in contract logistics, today announces the successful placement of 375,000 new shares with domestic and international institutional investors. The new shares will be issued through a capital increase without shareholders' preferential subscription rights via an accelerated bookbuilding (the "Capital Increase") at a price of €360 per share resulting in gross proceeds of €135 million.
Following strong investors' demand, the initial amount of the Capital Increase of €125 million has been increased to €135 million.
RESULTS OF THE CAPITAL INCREASE
Number of new shares to be issued: 375,000, i.e., 6.1% of the share capital (prior to the Capital Increase).
Subscription price: €360 per new share (including €0.50 in par value and €359.50 in issue premium), representing a discount of 10.45% on the last closing price prior to transaction announcement on 4 September 2024.
Total amount of the Capital Increase: €135 million.
TRANSACTION RATIONALE AND USE OF PROCEEDS
Over the last years, ID Logistics has experienced a strong development phase by combining targeted acquisitions (Kane Logistics in the US in 2022 and more recently Spedimex in Poland in 2023) and organic growth, accompanying its blue-chip customers on new geographical markets (Italy and United Kingdom). This positive growth momentum has accelerated in the first half of 2024 with the start of new operations, in particular in the United States which recorded like-for-like revenue growth of +34.8% since the beginning of the year. The commercial activity remains strong with numerous new contract wins. For example, by the end of the year, ID Logistics will launch its 3rd site for a global e-commerce leader in the United States and open a new 50,000 sq.m. site in the United Kingdom for a global leader in the fashion industry.
The Capital Increase illustrates the willingness of the Company to strengthen its balance sheet, in order to enhance its financial agility and ability to be ready to seize the multiple growth opportunities ahead, in particular in Europe and in the US.
The net proceeds of the Capital Increase will mostly be allocated to the refinancing of the recent acquisitions in order to increase ID Logistics' investment capabilities.
REFERENCE SHAREHOLDERS' SUBSCRIPTION
Eric Hémar, Co-founder, Chairman and CEO of the Company, subscribed to the Capital Increase, through IMMOD, for an amount of €9.45 million, representing 26,250 new shares. Following the completion of the Capital Increase, Eric Hémar holds, indirectly, 2,004,539 shares of the Company through IMMOD and, directly, 1,296,460 shares of the Company, representing an aggregate number of 3,300,999 shares (i.e., 50.41% of the share capital of the Company).
MAIN TERMS OF THE CAPITAL INCREASE
The Capital Increase has been carried out without shareholders' preferential subscription rights pursuant to the authorization granted by the combined general meeting of shareholders of the Company held on 31 May 2023 (19th resolution) and in accordance with the provisions of Article L.411-2, 1° of the French Monetary and Financial Code.
The new shares were offered exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process.
In accordance with the 21st resolution of the general meeting referred to above, the subscription price of €360 represents a discount of 11.69% on the volume-weighted average price of the last three trading days prior to transaction announcement on 4 September 2024.
The new shares will carry dividend rights and will be immediately assimilated to the existing shares of the Company. The new shares will be admitted to trading under the same ISIN code as the existing shares, FR0010929125, on the regulated market of Euronext in Paris ("Euronext Paris
Settlement and delivery of the Capital Increase is expected to take place on 9 September 2024.
LOCK-UP UNDERTAKINGS
As part of the Capital Increase, the Company has agreed to a lock-up period of 180 calendar days following the settlement and delivery date of the Capital Increase, subject to customary exceptions.
Eric Hémar1 has agreed to a lock-up period of 180 calendar days following the settlement and delivery date of the Capital Increase, subject to customary exceptions.
Christophe Satin2 has agreed to a lock-up period of 90 calendar days following the settlement and delivery date of the Capital Increase, subject to customary exceptions.
DILUTION
For illustrative purposes only, a shareholder holding 1% of the Company's share capital as of 4 September 2024, and not subscribing to the Capital Increase, would hold 0,943% on a non-diluted basis of the share capital following the issue of the new shares pursuant to the Capital Increase.
The share capital of the Company will be allocated as follows:
Allocation before the Capital Increase:
Shareholders | Number of shares | of the share capital | Number of voting rights | of voting rights |
Immod | 1,978,289 | 32.05% | 3,643,735 | 38.36% |
Eric Hémar | 1,296,460 | 21.00% | 2,592,920 | 27.30% |
Libertad | 137,133 | 2.22% | 274,266 | 2.89% |
Christophe Satin | 81,029 | 1.31% | 159,948 | 1.68% |
Concert | 3,492,911 | 56.58% | 6,670,869 | 70.23% |
Others | 181,571 | 2.94% | 331,889 | 3.49% |
Free float | 2,496,197 | 40.44% | 2,496,197 | 26.28% |
Treasury shares | 2,649 | 0.04% | ||
Total | 6,173,328 | 100% | 9,498,955 | 100% |
Allocation after the Capital Increase:
Shareholders | Number of shares | of the share capital | Number of voting rights | of voting rights |
Immod | 2,004,539 | 30.61% | 3,669,985 | 37.17% |
Eric Hémar | 1,296,460 | 19.80% | 2,592,920 | 26.26% |
Libertad | 137,133 | 2.09% | 274,266 | 2.78% |
Christophe Satin | 81,029 | 1.24% | 159,948 | 1.62% |
Concert | 3,519,161 | 53.74% | 6,697,119 | 67.83% |
Others3 | 181,571 | 2.77% | 331,889 | 3.36 |
Free float | 2,844,947 | 43.45% | 2,844,947 | 28.81% |
Treasury shares | 2,649 | 0.04% | ||
Total | 6,548,328 | 100% | 9,873,955 | 100% |
ADVISORS
BNP Paribas and Natixis acted as Joint Global Coordinators and Joint Bookrunners.
Hogan Lovells LLP acted as Legal Advisor to the Company.
White Case LLP acted as Legal Advisor to the Joint Global Coordinators and Joint Bookrunners.
NO PROSPECTUS
The Capital Increase was not subject to a prospectus requiring an approval by the French financial markets authority (Autorité des marchés financiers) (the "AMF
RISK FACTORS
The investors' attention is drawn to the risk factors associated with the Company and its business presented in Section 2 of the 2023 Universal Registration Document filed with the AMF on 22 April 2024 under number D.24-0314 (the "Universal Registration Document"). The Universal Registration Document is available free of charges on the website of the Company (https://www.id-logistics.com/en/investisors/). The occurrence of all or part of these risks could have a negative impact on the Company's business, financial position, results, development and outlook.
Additionally, investors are invited to consider the following risks specific to this Capital Increase:
- Volatility and liquidity: the market price and liquidity of the Company's shares may fluctuate significantly and the market price may fall below the subscription price of the new shares issued in the context of the Capital Increase; and
- Impact on the stock market price: the sale by the main shareholders of the Company of a large number of the Company's shares, at the expiry of the lock-up, as the case may be, may have a negative impact on the share price of the Company.
NEXT PUBLICATION
Revenues for 3rd quarter 2024: 22 October 2024, after market close.
ABOUT ID LOGISTICS:
ID Logistics, headed by Eric Hémar, is an international contract logistics group with revenues of €2.75 billion in 2023. ID Logistics manages nearly 400 sites in 18 countries, representing more than 8 million m² operated in Europe, America, Asia and Africa, with 38,000 employees.
With a customer portfolio balanced between distribution, e-commerce and consumer goods, ID Logistics is characterized by offers involving a high level of technology. Since its creation in 2001, the Group has developed a social and environmental approach through a number of original projects, and is now firmly committed to an ambitious CSR policy. ID Logistics shares are listed on the Euronext regulated market in Paris and are included in the SBF 120 index (ISIN code: FR0010929125, Mnemo: IDL).
IMPORTANT NOTICE
This press release may not be published, distributed or released in the United States of America, Australia, Canada or Japan. The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Therefore, persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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.
No communication and no information in respect of the Capital Increase may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The issuance by the Company or the subscription of the Shares may be subject to legal and regulatory restrictions in certain jurisdictions. The Company and its advisors, the Joint Global Coordinators and Joint Bookrunners and their advisors take no responsibility for any violation of any such restriction by any person.
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 June 14, 2017, as amended (the "Prospectus Regulation") and of Regulation (EU) 2017/1129 as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation
This press release is not an offer to the public other than to qualified investors, or an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including France.
European Economic Area
With respect to the member States of the European Economic Area (each, a "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring publication of a prospectus in any relevant Member State, including France and Germany. As a result, the securities may only be offered in relevant Member States (i) to qualified investors, as defined by the Prospectus Regulation; or (ii) in any other circumstances, not requiring the Company to publish a prospectus as provided under Article 3(2) of the Prospectus Regulation. These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in any Member State.
United Kingdom
With respect to the United Kingdom, 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. As a result, the securities may and will be offered only (i) to qualified investors within the meaning of the UK Prospectus Regulation, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the UK Prospectus Regulation, or (iii) in accordance with the exemptions set forth in Article 1 (4) of the UK Prospectus Regulation or under any other circumstances which do not require the publication by ID Logistics Group of a prospectus pursuant to Article 3 of the UK Prospectus Regulation.
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.
United States
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, sold, pledge or otherwise transferred 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. ID Logistics Group 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.
Australia, Canada and Japan
This announcement may not be published, forwarded or distributed, directly or indirectly, in Australia, Canada or Japan.
None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from this press release) or any other information relating to ID Logistics Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The distribution of this press release in certain countries may constitute a breach of applicable law.
1 Directly and indirectly through IMMOD. IMMOD is owned 100% by Comète SARL (the latter acting as lead holding company). Comète SARL is owned 50.25% by Mr. Eric Hémar, the remaining being owned by his spouse and their children.
2 Directly and indirectly through Libertad SARL. Libertad SARL is owned 90% by Mr. Christophe Satin and 10% by his spouse.
3 The Other shareholders are registered shareholders and are primarily current or former Group employees, none of whom individually hold more than 2% of the capital or voting rights.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240904080132/en/
Contacts:
ID Logistics
Yann Perot CFO
Tel: +33 (0)4 42 11 06 00
yperot@id-logistics.com
Investor Relations Contact
NewCap
Tel: 33 (0)1 44 71 94 94
idlogistics@newcap.eu
