PRESS RELEASE: BIGBEN INTERACTIVE (ISIN FR0000074072) announces the
success of the placement of €87,3 million senior conditionally
secured bonds exchangeable into shares of NACON
PRESS RELEASELesquin, February 12th 2021
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR
TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE
UNLAWFUL.
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 securities and the offer of Nacon shares in the
concurrent accelerated bookbuilding and of the offer of the
exchangeable bonds by Bigben Interactive does not constitute a
public offering other than to qualified investors in any
jurisdiction, including in France.
BIGBEN INTERACTIVE (ISIN FR0000074072)
announces the success of the placement of
€87,3 million senior conditionally secured
bonds exchangeable into shares of NACON
Bigben Interactive S.A. (“Bigben” or the
“Issuer”), announces the success of the offering of senior
conditionally secured bonds exchangeable into existing ordinary
shares of Nacon (the “Company”, ISIN: FR0013482791) for an
amount of € 87,3 million, due 2026 (the "Bonds").
- Placement of Bonds for an amount of €87,3 million;
- The Bonds will bear a coupon of 1.125% per annum and be
redeemed at 103% of their nominal unit value, i.e. a yield to
maturity of 1.7024%;
- The initial unit exchange price of the Bonds has been set at
€9.60 corresponding to a premium of 20% above the reference share
price which has been set as the clearing price of the concurrent
accelerated bookbuilding;
- The Bonds will be secured by a pledge of the shares of Nacon in
the amount of 200 per cent of the number of shares underlying the
Bonds;
- The proceeds from the issue of the Bonds will be used to (i)
finance organic growth, and/or (ii) for any external growth
transactions, and/or (iii) to finance the Issuer's share buyback
programme.
The Bonds, with a denomination of €100,000, will
have a maturity of 5 years, will bear interest of 1.125% and will
be issued at par. Unless previously exchanged, redeemed or
repurchased and cancelled, the Bonds will be redeemed at maturity
at a price corresponding to 103% of their nominal value (the
“Accreted Redemption Amount”), subject to the Issuer’s
option to deliver shares of the Company and, as the case may be, an
additional amount in cash.
The initial unit exchange price of the Bonds has
been set at €9.60 corresponding to a premium of 20% above the
reference share price which has been set as the clearing price of
the concurrent placement (by way of an accelerated bookbuilding
process, the “Concurrent Accelerated Bookbuilding”) of
existing shares of the Company organised by the joint global
coordinators and joint bookrunners, to facilitate hedging for
certain subscribers of the Bonds. The number of shares sold as part
of the Concurrent Accelerated Bookbuilding represented
approximately 3 million shares. A stock loan facility will be made
available by the Issuer to BNP Paribas Arbitrage SNC, an affiliate
of BNP Paribas SA, which will then on-lent those shares to the
subscribers willing to hedge their exposure over the Nacon shares
resulting from the Bonds.
The Bonds will be exchangeable from and
including the Issue Date (as defined below) to and including the
51st business day prior to the maturity date or, in the event of
early redemption at the option of the Issuer, the 10th business day
preceding the relevant redemption date. Upon exchange, the Issuer
will have the flexibility to pay an amount in cash, settle in
shares of the Company or a combination thereof. The exchange price
will be subject to customary adjustments pursuant to the terms and
conditions of the Bonds (the “Terms and Conditions”).
The Bonds may be redeemed prior to maturity at
the option of the Issuer and at the option of the bondholders under
certain conditions. In particular, the Issuer will have the option
to redeem all, but not only some, of the Bonds outstanding at the
Accreted Redemption Amount plus accrued but unpaid interest in
accordance with the Terms and Conditions (i) at any time on or
after 11th March 2024 until the maturity date (excluded) if the
arithmetic average of the product of the Company’ volume weighted
average share price on Euronext Paris and the then prevailing
exchange ratio per Bond (over a 20-trading day period chosen by the
Issuer from among the 40 consecutive trading days ending on (and
including) the trading day immediately preceding the day of the
publication of the early redemption notice) exceeds €130,000, or
(ii) if less than 15% of the aggregate principal amount of the
Bonds originally issued (including potential fungible Bonds) remain
outstanding.
Upon a Change of Control of the Issuer or the
Company, a Free Float Event or a Delisting of the shares of the
Company (as these terms are defined in the Terms and Conditions),
any bondholder will have the option to require the Issuer to redeem
all or some of its Bonds at the Accreted Redemption Amount plus
accrued but unpaid interests.
On the Issue Date, the Bonds will be unsecured.
The Issuer has undertaken that the bondholders will benefit, within
a period not exceeding 60 calendar days from the Issue Date (the
“Long Stop Date”), from a pledge on Nacon shares
representing at all times 200% of the number of shares underlying
the Bonds. If the pledge of the shares is not entered into in this
timeframe, any bondholder will have the option to require the
Issuer to redeem all or some of its Bonds at the greater of (i) the
Accreted Redemption Amount on the Long Stop Date and (ii) the Fair
Bond Value of the Bonds (as defined in the Terms and Conditions),
in any case with accrued but unpaid interest.
The proceeds from the issue of the Bonds will be
used (i) to finance organic growth, and/or (ii) for potential
acquisitions and/or (iii) in order to finance the share buyback
program of the Issuer.
To the best of the Issuer’s knowledge, its main
shareholders will not participate in the offering of Bonds or in
the Concurrent Accelerated Bookbuilding.
The Bonds have been offered by way of an
accelerated bookbuilding process to institutional investors outside
the United States of America in reliance on Regulation S under the
U.S. Securities Act of 1933 as amended, as well as outside of
Australia, Canada, Japan, South Africa and any other jurisdiction
in which offers or sales of the Bonds would be prohibited by
applicable law.
Settlement of the offering of Bonds and the
Concurrent Accelerated Bookbuilding is expected to take place on or
around 19th February 2021 (the “Issue Date”). Application
will be made for the listing of the Bonds on Euronext AccessTM of
Euronext in Paris to occur within 30 calendar days from the Issue
Date.
The Issuer has agreed to a lock-up on the Nacon
shares it owns as of today and for 180 calendar days following the
Issue Date, subject to customary exemptions, the agreement of the
joint global coordinators and joint bookrunners or the shares to be
made available as part of the pledge of securities account.
Bigben currently directly holds 76.67% in Nacon.
In case of exchange in full of the Bonds or exercise of the share
redemption option, the Issuer would retain a direct stake of 66% of
the Company share capital and voting rights.
Important information
This press release does not constitute or form
part of any offer or solicitation to purchase or subscribe for or
to sell securities to any person in the United States, Australia or
Japan or in any jurisdiction to whom or in which such offer is
unlawful, and the offering of the Bonds is not an offer to the
public in any jurisdiction including France, other than to
qualified investors within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129), or an offer to retail investors as
such term is defined below.
About Bigben Interactive
Bigben Interactive is a European player in video
game development and publishing, in design and distribution of
smartphone and gaming accessories as well as in audio products. The
group, which is recognized for its capacities in terms of
innovation and creativity, intends to become one of Europe’s
leaders in each of its markets.
Company listed on Euronext Paris, compartment B
– Index: CAC Mid & Small – Eligible SRD long
ISN: FR0000074072; Reuters: BIGPA; Bloomberg:
BIGFP
For more information
Shareholders Relations – Bigben Interactive:
infofin@bigben.fr
Disclaimer
THIS PRESS RELEASE MAY NOT BE RELEASED,
PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. THE
DISTRIBUTION OF THIS PRESS RELEASE MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY
DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES, SHOULD
INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
NO COMMUNICATION OR INFORMATION RELATING TO THE
OFFERING OF THE BONDS OR THE CONCURRENT ACCELERATED BOOKBUILDING OF
EXISTING SHARES OF THE COMPANY BY THE JOINT GLOBAL COORDINATORS AND
JOINT BOOKRUNNERS MAY BE TRANSMITTED TO THE PUBLIC IN A COUNTRY
WHERE THERE IS A REGISTRATION OBLIGATION OR WHERE AN APPROVAL IS
REQUIRED. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY COUNTRY IN
WHICH SUCH REGISTRATION OR APPROVAL WOULD BE REQUIRED. THE ISSUANCE
BY THE ISSUER OR THE SUBSCRIPTION OF THE BONDS AND THE CONCURRENT
ACCELERATED BOOKBUILDING OF EXISTING SHARES OF THE COMPANY BY THE
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS MAY BE SUBJECT TO
LEGAL AND REGULATORY RESTRICTIONS IN CERTAIN JURISDICTIONS; NONE OF
BIGBEN INTERACTIVE AND THE JOINT GLOBAL COORDINATORS AND JOINT
BOOKRUNNERS ASSUMES ANY LIABILITY IN CONNECTION WITH THE BREACH BY
ANY PERSON OF SUCH RESTRICTIONS.
THIS PRESS RELEASE IS AN ADVERTISEMENT AND NOT A
PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE
“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.
THE BONDS HAVE BEEN OFFERED ONLY BY WAY OF AN
OFFERING IN FRANCE AND OUTSIDE FRANCE (EXCLUDING THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, JAPAN AND ANY OTHER JURISDICTION
WHERE A REGISTRATION PROCESS OR AN APPROVAL WOULD BE REQUIRED BY
APPLICABLE LAWS AND REGULATIONS), SOLELY TO QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2 POINT (E) OF THE PROSPECTUS REGULATION AND IN
ACCORDANCE WITH ARTICLE L. 411-2 1° OF THE FRENCH MONETARY AND
FINANCIAL CODE (CODE MONÉTAIRE ET FINANCIER). THERE WILL BE NO
PUBLIC OFFERING IN ANY COUNTRY (INCLUDING FRANCE) IN CONNECTION
WITH THE BONDS. THIS PRESS RELEASE DOES NOT CONSTITUTE A
RECOMMENDATION CONCERNING THE ISSUE OF THE BONDS, OTHER THAN TO
QUALIFIED INVESTORS. THE VALUE OF THE BONDS AND THE SHARES OF THE
COMPANY CAN DECREASE AS WELL AS INCREASE. POTENTIAL INVESTORS
SHOULD CONSULT A PROFESSIONAL ADVISER AS TO THE SUITABILITY OF THE
BONDS FOR THE PERSON CONCERNED.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA
RETAIL INVESTORS
NO ACTION HAS BEEN UNDERTAKEN OR WILL BE
UNDERTAKEN TO MAKE AVAILABLE ANY BONDS TO ANY RETAIL INVESTOR IN
THE EUROPEAN ECONOMIC AREA. FOR THE PURPOSES OF THIS PROVISION:
(A) THE EXPRESSION "RETAIL INVESTOR" MEANS A
PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING:
- A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF
DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); OR
- A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, AS
AMENDED, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL
CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II;
OR
- NOT A “QUALIFIED INVESTOR” AS DEFINED IN THE PROSPECTUS
REGULATION; AND
(B) THE EXPRESSION “OFFER" INCLUDES THE
COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT
INFORMATION ON THE TERMS OF THE OFFER AND THE BONDS TO BE OFFERED
SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE
BONDS.
CONSEQUENTLY NO KEY INFORMATION DOCUMENT
REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE
"PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR
OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EUROPEAN
ECONOMIC AREA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING
THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR
IN THE EUROPEAN ECONOMIC AREA MAY BE UNLAWFUL UNDER THE PRIIPS
REGULATION.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
NO ACTION HAS BEEN UNDERTAKEN OR WILL BE
UNDERTAKEN TO MAKE AVAILABLE ANY BONDS TO ANY RETAIL INVESTOR IN
THE UNITED KINGDOM (“UK”). FOR THE PURPOSES OF THIS
PROVISION:
(A) THE EXPRESSION RETAIL INVESTOR MEANS A
PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING:
- A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF
REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“EUWA”);
OR
- A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FSMA AND
ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE
(EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF
REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUWA; OR
- NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF REGULATION
(EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUWA; AND
(B) THE EXPRESSION AN “OFFER” INCLUDES THE
COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT
INFORMATION ON THE TERMS OF THE OFFER AND THE BONDS TO BE OFFERED
SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR
THE BONDS.
CONSEQUENTLY NO KEY INFORMATION DOCUMENT
REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS
REGULATION”) FOR OFFERING OR SELLING THE BONDS OR OTHERWISE
MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN
PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE
MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE
UNLAWFUL UNDER THE UK PRIIPS REGULATION.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL
INVESTORS AND ECPS ONLY TARGET MARKET – SOLELY FOR THE PURPOSES OF
EACH MANUFACTURER’S PRODUCT APPROVAL PROCESS, THE TARGET MARKET
ASSESSMENT IN RESPECT OF THE BONDS HAS LED TO THE CONCLUSION THAT:
(I) THE TARGET MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS, EACH AS DEFINED IN MIFID II; AND (II) ALL
CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES
AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY
OFFERING, SELLING OR RECOMMENDING THE BONDS (A
“DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURERS’ TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURERS’ TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
FRANCE
THE BONDS HAVE NOT BEEN AND WILL NOT BE OFFERED
OR SOLD OR CAUSE TO BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO
THE PUBLIC IN FRANCE OTHER THAN TO QUALIFIED INVESTORS. ANY OFFER
OR SALE OF THE BONDS AND DISTRIBUTION OF ANY OFFERING MATERIAL
RELATING TO THE BONDS HAVE BEEN AND WILL BE MADE IN FRANCE ONLY TO
QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS), AS DEFINED IN
ARTICLE 2 POINT (E) OF THE PROSPECTUS REGULATION, AND IN ACCORDANCE
WITH ARTICLE L.411-2 1° OF THE FRENCH MONETARY AND FINANCIAL CODE
(CODE MONÉTAIRE ET FINANCIER).
UNITED KINGDOM
THIS PRESS RELEASE IS ADDRESSED AND DIRECTED
ONLY (I) TO PERSONS LOCATED OUTSIDE THE UNITED KINGDOM, (II) TO
INVESTMENT PROFESSIONALS AS DEFINED IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE “ORDER”), (III) TO HIGH NET WORTH
COMPANIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE
COMMUNICATED, FALLING WITHIN BY ARTICLE 49(2) (A) TO (D) OF THE
ORDER (THE PERSONS MENTIONED IN PARAGRAPHS (I), (II) AND (III) ALL
DEEMED RELEVANT PERSONS (THE “RELEVANT PERSONS”)). THE BONDS
AND, AS THE CASE MAY BE, THE SHARES OF THE COMPANY TO BE DELIVERED
UPON EXERCISE OF THE EXCHANGE RIGHTS (THE “FINANCIAL
INSTRUMENTS”), ARE INTENDED ONLY FOR RELEVANT PERSONS AND ANY
INVITATION, OFFER OR AGREEMENT RELATED TO THE SUBSCRIPTION, TENDER,
OR ACQUISITION OF THE FINANCIAL INSTRUMENTS MAY BE ADDRESSED AND/OR
CONCLUDED ONLY WITH RELEVANT PERSONS. ALL PERSONS OTHER THAN
RELEVANT PERSONS MUST ABSTAIN FROM USING OR RELYING ON THIS
DOCUMENT AND ALL INFORMATION CONTAINED THEREIN.
THIS PRESS RELEASE IS NOT A PROSPECTUS WHICH HAS
BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY OR ANY OTHER
UNITED KINGDOM REGULATORY AUTHORITY FOR THE PURPOSES OF SECTION 85
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000.
UNITED STATES OF AMERICA
THIS PRESS RELEASE MAY NOT BE RELEASED,
PUBLISHED OR DISTRIBUTED IN OR INTO THE UNITED STATES. THE BONDS
AND THE SHARES OF THE COMPANY DELIVERABLE UPON EXCHANGE OF THE
BONDS DESCRIBED IN THIS PRESS RELEASE HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS THEREOF AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS. THE SECURITIES OF BIGBEN INTERACTIVE HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND BIGBEN
INTERACTIVE DOES NOT INTEND TO MAKE A PUBLIC OFFER OF ITS
SECURITIES IN THE UNITED STATES. TERMS USED IN THIS PARAGRAPH HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.
AUSTRALIA, CANADA AND JAPAN
THE BONDS MAY NOT AND WILL NOT BE OFFERED, SOLD
OR PURCHASED IN AUSTRALIA, CANADA OR JAPAN. THE INFORMATION
CONTAINED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN AUSTRALIA, CANADA OR JAPAN.
THE DISTRIBUTION OF THIS PRESS RELEASE IN
CERTAIN COUNTRIES MAY CONSTITUTE A BREACH OF APPLICABLE LAW.
- Bigben_Pricing Press Release_ENG
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