Elettronica
SOITEC : Proposed repurchase by Soitec of the 2018 OCEANEs through a reverse bookbuilding
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- Soitec (Euronext Paris), world leader in designing and manufacturing innovative semiconductor materials, today announces its intention to repurchase all or a part of the bonds convertible into and/or exchangeable for new or existing shares issued by the Company on 18 September 2013 (ISIN : FR0011566793) and due 18 September 2018, of which 39,996,350 are outstanding on the date hereof, for an aggregate nominal amount of 103,190,583 euros (the " ") through a reverse bookbuilding and subject to completion of the capital increase with shareholders' preferential subscription rights of an amount between EUR 53.5 million and EUR 103.5 million (the " ") the principle of which was announced by the Company on 10 February 2016 and then approved by the Company shareholders' meetings on 11 and 29 April 2016.
As part of this reverse bookbuilding , the Company will receive until close of the trading day of 4 May 2016, outside the United States of America, through the intermediary of BNP Paribas and Natixis, irrevocable indications of interest to sell the 2018 OCEANEs. The Company will consider irrevocable sale indications of interest within a price range of 2.25 euros to 2.45 euros per 2018 OCEANE (accrued interests included). Depending on the sale indications of interest (and their prices received by the Company upon completion of the reverse bookbuilding, the Company may decide the repurchase of all or a part of the OCEANEs 2018 submitted to it and in that case, will determine the unit repurchase price of the 2018 OCEANEs.
The final terms and conditions of the repurchase will be established in order to find an optimal balance between the price and the repurchased amount in light of the interests of the shareholders as well as the Company.
In case of repurchase (subject to completion of the Share Capital Increase) above 30% of the 2018 OCEANEs initially issued, the Company will implement a standing repurchase offer in France for a period of five (5) consecutive trading days starting on the next trading day following the determination of the repurchase price through the reverse book building in order to ensure a fair treatment of all of the 2018 OCEANEs holders.
In case of repurchase between 20% and 30% of the 2018 OCEANEs initially issued subject to completion of the Share Capital Increase, the Company reserves the right to implement such standing repurchase offer. The orders placed by the 2018 OCEANEs holders in the standing repurchase offer will be irrevocable.
The company will announce on 4 May 2016 (after market close) the number of OCEANEs repurchased in the reverse bookbuilding and, as the case may be, the launch of the terms and conditions of the standing repurchase offer and will precise the contact terms (together with contact details) of the financial intermediaries.
The settlement and delivery of the reverse bookbuilding will take place on the same date as (and under the condition of) the settlement and delivery of the Share Capital Increase. In case of non-completion of the Share Capital Increase, no 2018 OCEANEs submitted to the Company as part of the reverse bookbuilding will be repurchased. The settlement and delivery of the Share capital Increase and the OCEANEs repurchased is expected to take place as from 7 June 2016 pursuant to the indicative timetable mentioned below, subject to the markets conditions and the approval of the French Financial Market Authority (the " or the " ") on the prospectus related to the Share Capital Increase.
Therefore, the definitive number of OCEANEs repurchased will be announced on 12 May 2016 if the standing repurchase offer is launched and otherwise on 4 May 2016 (after market close).
The definitive amount of the Share Capital Increase will be determined on the basis of the amount allocated by the Company to the repurchase of the 2018 OCEANEs through the reverse bookbuilding and, if applicable, the standing repurchase offer.
The repurchase of the 2018 OCEANEs will be conducted by BNP Paribas and Natixis as Dealer Managers.
Lazard is acting as financial advisor to the Company.
The 2018 OCEANEs repurchased through the reverse bookbuilding and, if applicable, through the standing repurchase offer, will be cancelled in accordance with the terms of issuance and pursuant to applicable law.
Upon completion of the settlement and delivery of the Share Capital Increase, the Company reserves the right to conduct further repurchases of 2018 OCEANEs, on or off-market, and/or exercise, if applicable, the right to call, in its sole discretion, for the early repayment of the 2018 OCEANEs in accordance with the terms of their contract of issuance.
Soitec (Euronext, 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 and energy markets. With 3,600 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. For more information, please visit www.soitec.com .
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